Transfer of Shares

Assignment of shares in a privately-held company

There are two ways in which new stockholders can be presented to a company: through the allocation of shares and the transfer of shares. Granting and transfer are a straightforward process in their fundamental forms, but it is important to fully comprehend the essential needs as these are the important part of more sophisticated deals such as Share for Share Exchanges and Share for Undertaking.

Which is a stock? Shares can be described as an immaterial aggregation of interests, duties and interests. Why enterprises are issuing shares is because the enterprise can provide resources for the exercise of its activity and provide consideration for its members. This also allows the property in a business to be changed.

Various types of shares may have different legal entitlements, so it is very important to check the statutes to see the entitlements attaching to the shares. Common shares usually (but never accepted!!!) have the following rights: Allocation of shares is the issue of new shares to old stockholders or to third persons.

A company's director may allocate shares in the company's share capital if he or she is authorized to do so. The following are some instances in which the allocation of shares may be used: No director may allocate shares unless he or she has the necessary powers. Board of Directors' entitlement to allocate shares shall expire five years from the date of formation or five years from the last extension of the allocation entitlement.

Where the authorisation to allocate shares has not been revoked in the last 5 years, it should be revoked in advance of any proposal to allocate shares. It may be extended by members who take an ordinary decision before the allocation. Before new shares can be allocated by directors, a corporation must have enough non-issued authorized common stock.

Should the Company not have enough conditional subscribed capital or should it establish a new category of shares, this shall require the approval of the members, who shall pass a separate decision. This Memorandum and Articles of Association and any shareholders' agreement should be subject to review for rules relating to subscription privileges, non-issued equity and any other rules which may influence the allocation of shares.

Shares may be allocated for payment in return for payment in cash, noncash and with a bonus. Prospective stockholders must request the allocation of shares; directors must authorize the allocation of shares, record the list of allotments and members, and submit to the CRO Application No. C5.

It is intended to issue new stock options to the new stockholders. Stockholders may transfer their shares to current stockholders or third party stockholders. As a result, stockholders can either resell their shares or buy and resell businesses. The following are some instances where we have used the transfer of shares:

Within a limited liability corporation, directors have the right to decline any transfer of shares if the grounds are in the best interest of the corporation and do not suppress shareholders' interests. This Memorandum and Articles of Association and any shareholders' agreement should be subject to review for any limitations on the transfer of shares before the transfer.

Any transfer of shares must be authorized by the directors and the relevant tax must be payable to the Revenue Commissioners. Tax on stamps is charged at 1% of the entire amount received or the fair value of the shares. The exchange sheet need not be cancelled if the value of the return or the fair value of the shares is less than ?1,000.

As soon as the corresponding tax on stamps has been settled, the receipts shall provide a receipt which must be presented to the Company as evidence of payment of the corresponding tax on stamps. Then the company should record the list of members and transfers and draw up a new stock deed.

Should you need help with any of the above points and the preparation of corporate secretariat documents, please do not hesitate to call us on 01 213 5910. Although the process of making such a transfer may seem relatively simple, if it is to be done properly, it is more than just signing a transfer document.

Registrations must be made in the company's register of minutes, in the register of transfers and in the register of members. Old stock documents must be destroyed and new ones must be made out under the corporate logo of the Umbrella Fund. In the event that the old stock exchange document is forfeited, compensation must be paid. Limitations on the transfer of shares shall be reviewed in the Company's bylaws.

Transfers must be stamped by the Revenue Commissioners if the value of the transfer exceeds 1,000 or if the transfer partners are linked by marital or bloody ties. Shares will then be reclassified to the next year' corporate yield. The SD4 format enables revenue commissioners to determine the fair value of the shares to be transmitted and to determine the right tax on stamps.

From time to time the Revenue Commissioners ask for further information, in particular when there is a switch between bloody or marital account, i.e. those relating to outgoing years. Where the amount or value of the consideration for the transfer of shares is 1,000 or less and the transfer does not involve the transfer of shares by way of marital or bloody transaction, the transfer shall be exempted from tax on stamps.

Once the transfer of shares has been completed and the shares have been subscribed for by the acquirer, the documents should be transmitted to the individual in charge of the company's stock registry in order to keep a log of the transfer and make the necessary changes to the stock certificate. We can take care of the technical secretary needs for the transfer of shares, carry out a transfer of shares or arrange for shares to be issued on your account.

In the event that the declared value for the shares is later estimated to be too low, the Revenue Commissioners are empowered to levy a surcharge. You can see that it is important that your transfer documents are filed as quickly and precisely as possible. Shares in a privately held business have a broad range of fair values, and for this purpose the Revenue Commissioners strongly recommend that you complete an SD4 when mailing transfer paper.

Where the value of the transfer of shares under consideration is less than 1,000 and the transfer takes place between individuals who are not related by birth or marriages, it is not necessary to present the documentation to the Revenue Officers for stamp duty. However, the transfer of shares documentation should be retained in order to be included in the next year' statement.

Using this formula, they can assess the value of the shares to be contributed and make sure that the right tax is levied.