Companies Act 2014 section 94

Transfer of shares and debentures

Section 94 sets out the rules governing how shares and debentures in a company limited by shares (CLS) may be transferred, including the requirements for a valid instrument of transfer and the rights of transferors and personal representatives.

  • A member may transfer shares in writing using a commonly used or director-approved form, subject to any restrictions in the company's constitution.
  • A proper instrument of transfer must be delivered to the company before it can register the transfer; the transferor remains the holder of the share until registration where the constitution so provides or where the share is partly paid.
  • A personal representative of a deceased member can execute a valid transfer of shares even though the personal representative is not themselves a member of the company.
  • The section does not affect the application of the Stock Transfer Act 1963 unless the company's constitution specifically regulates how instruments are to be executed by that company or other body corporate.

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