UK Company Share Transfer Procedures and Fees-Company Formation_Trademark Registration_Tax Service - Hong Kong CPA

UK Company Share Transfer Procedures and Fees

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UK Company Share Transfer Procedures and Fees

Unless otherwise indicated, the UK company stated in this guideline refers to a private company limited by shares formed and incorporated in UK in accordance with the United Kingdom Companies Act 2006.

Our fees for handling the transfer of share(s) of a private company registered in UK are GBP500 for the first transfer and GBP150 for the second and thereafter. However, in the case when transaction value is over GBP1,000, and stamping from HMRC is needed, additional service fee is £200 will be charged.

The materials required for share transfer include passport copy and residential address proof, the latest statement of confirmation of the company in which the shares concerned, the number of shares to be transferred and the amount of consideration.

If stamping is not required, the process for transfer of share normally takes 2 to 3 working days, started from the day when we receive the duly signed transfer documents. In the case where stamping is required, an extra 20 working days is required for sending the document to HMRC for stamping.

The transfer of shares in a UK company does not require any filing with Companies House at the time of transfer. Instead, it is confirmed to Companies House as part of a confirmation statement. Accordingly, the updated share structure will only be available for public inspection after the company files its nest statement of confirmation.

If the share transfer is a transfer between members within a group of companies, stamp duty on the transfer can be exempted upon application. Kaizen can handle the application for exemption upon request.

Our fee stated in this quotation is for general reference only and may be subject to change from time to time.

Services and Fees for Share Transfer

Our fees for handling the transfer of share(s) of a private company registered in the United Kingdom are GBP500 for the first transfer and GBP150 for the second transfer and thereafter. Our fees do not include the payment of stamp duty. The fees quoted above cover the following services in particular:

（1）	Review Articles of Association of the subject company and the Register of Members;
（2）	Prepare Minutes of Directors’ Meeting and Share Transfer Form;
（3）	Arrange to have the board minutes or resolution and other share transfer documents signed by the director and outgoing and incoming shareholder;
（4）	Arrange to have the Share Transfer Form stamped by HMRC and inform to the client in regarding the payment of stamp duty (if applicable);
（5）	Arrange to cancel the old share certificate held by the existing shareholder and issue new share certificate to the new shareholder (and existing shareholder);
（6）	Update the Register of Members.

Note:

（1）	When counting the number of transfers, the transfer of shares from one shareholder to another person is counted as one transfer. The transfer of shares from one person to two persons or from two persons to one person are counted as two transfers.
（2）	Delivery charge and stamp duty are not included in the fees stated above. A detailed illustration of the calculation of stamp duty is provided in Section 6 of this quotation. Group relief for stamp duty is available.
（3）	Our fees do not cover drafting share transfer agreements or document of similar nature. Kaizen can draft or arrange the preparation of share transfer agreement if so request. Our fees for this service will be quoted separately upon request.
（4）	Our fee quoted does not include courier/postage charge and other out-of-pocket expenses.

Optional Services

Personal Code Registration

Under the new legal requirement under the Economic Crime and Corporate Transparency Act 2023, any individual who is a director/member of a UK registered company, or a Significant control (PSCs) must verify their identity and obtain a unique “Personal Code” issued by Companies House. The Personal Code is personal to you, not to your company, and if you hold multiple directorships/ownerships you only need to verify once and then use the same code for each company.

If you require our assistance to complete the verification, our fee for identity verification is £225(per person), and the fee is covering the identity verification, manage filings, and ensure full compliance with Companies House regulations. We will conduct a video verification with the director (s) and People with significant control (PSCs) to confirm their identities. Verification will use existing forms of identification, such as a passport, driving license, and address proofs etc.
Payment Term and Payment Methods

We currently accept Hong Kong Dollar check, cash or TT and credit card through PayPal only. If payment is settled through PayPal, extra 5% services fee will be charged. Upon receipt of your order, we will issue an invoice to you for your settlement. Because of the nature of services, we require full payment in advance. Also, once service is commenced, no service fee will be refunded except special cases.

If China or Taiwan official tax invoice is required, Value-Added Tax or Business Tax at the prevailing rate in the respective jurisdiction will be charged.

Materials Required for Transfer of Shares

Client needs to provide the following documents and information to Kaizen by email or fax or post for purpose of incorporation:

（1）	A copy of Articles of Association.
（2）	Copy of the latest Confirmation Statement (also known as Annual Return).
（3）	The latest Register of Members.
（4）	Authentication Code and Unique Taxpayer Reference number (“UTR”) of the Company;
（5）	The name of the seller (Transferor).
（6）	The number of shares to be transferred and the value of consideration.
（7）	The copy of the passport and address proof issued within 3 months of Transferee (For example, utility bill, telephone bill or bank statement); if the transferee is a legal person, the Certificate of Incorporation, corporate documents showing the registered address, Register of Directors, Register of Members and passport and address proof issued within 3 months of ultimate beneficial owners holding with more than 25% shares; If shareholder is a legal person, please provide an organization chart certified by director;
（8）	The original copy of the share transfer agreement, if any.
（9）	A copy of the latest financial statements and/or the management accounts prepared up to a date within 3 months of the transfer; and
（10）	A copy of consolidated financial statements or a copy of financial statements of each of its subsidiaries (for holding company).

If your UK company is maintained by Kaizen, then you only need to prepare items (5) to (10). If the shares are being issued to existing shareholders, please provide us with the address proof issued within 3 months to Kaizen.

Acceptable address proof can be a utility bill or bank statement. Information of director/shareholder (full name and full address), document type, document issuing date and name of issuing authority must be clearly stated. If the document is not written in English, you are required to provide an English translation document for reference and as supporting.

The identification documents and address proof of shareholders and directors are subject to certify by Kaizen’s staff, notary offices, attorneys, accountants, or bank managers. You may visit any of our branches to complete the verification if needed.

UK Share Transfer Procedures and Time Frame

The process for transfer of share in a UK company could be completed in 3 days. However, if stamp duty is payable, it may take up to 5 weeks.

Step	Description	Working Day(s)
1	Client confirms with Kaizen of the engagement for increase of capital; Kaizen issues and send its invoice to client.	1
2	Client emails all materials required to Kaizen and at the same time settles Kaizen’s invoice.	Client schedule
3	Application for person code of PSCs (upon request)	3
4	Kaizen reviews all corporate documents (and shareholders’ agreement, if any) and prepare the documents for the proposed transfer of share and email the documents to client for sign (by default the documents are to be signed by client electronically).	1
5	Kaizen files the share transfer documents with Companies House	3
6	Kaizen delivers the share transfer document (share transfer form) to HMRC for stamping and arranges payment of stamp duty (if applicable).	20
7	Kaizen prepares new share certificate and updates the register of member resulted from the increase of capital.	1

Note: Filing of transfer of shares with Companies House is not required. Instead, it is confirmed to Companies House as part of a Confirmation Statement.

Calculation of Stamp Duty

Stamp duty is payable by the purchaser (transferee) of the shares if the consideration value is more than GBP1,000, whether cash is provided or services or some other form of consideration is provided instead. The person signing the certificate must confirm that the transaction does not form part of a larger transaction or series of transactions which would in total exceed GBP1,000.

The current rate for stamp duty is 0.5% of the consideration value and is rounded up to the nearest GBP5. For example, if GBP2,600 is paid for some shares, stamp duty will be payable as the consideration is above GBP1,000. The amount of stamp duty on a consideration of GBP2,600 at 0.5% is GBP13, which is then rounded up to the nearest GBP5 and it would mean GBP15 would be payable in stamp duty.

The deadline for paying the stamp duty due is 30 days after the share transaction takes place. Failure to pay may result in penalties and interest being applied to the late amount.

If the Stamp Office is not satisfied that the consideration represents the full value of the shares being transferred, it can request for documentary evidence to support the valuation. However, once satisfied, the Stamp Office will stamp the stock transfer form, showing the amount of stamp duty received or, if no stamp duty is payable, the fact that the transfer has been adjudged as not requiring stamp duty to be paid.

Return of Documents

The following documents will be returned to you as proof of transfer:

（1）	A copy of signed Share Transfer Form;
（2）	Updated Register of Members;
（3）	Updated Register of Transfers;
（4）	Board Minutes authorizing the transfer(s);
（5）	Share certificate(s).

The above quotations are for preliminary reference only and do not constitute final transaction terms. All service fees shall be based on the actual quotation provided by our company for each individual case. We reserve the right to adjust pricing at any time without prior notice.

If you wish to obtain more information or assistance, please visit the official website of Kaizen CPA Limited at www.kaizencpa.com or contact us through the following and talk to our professionals:
Email: info@kaizencpa.com
Tel: +852 2341 1444
Mobile : +852 5616 4140, +86 152 1943 4614
WhatsApp/ Line/ WeChat: +852 5616 4140
Skype: kaizencpa

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