How to transfer shares in a private limited company

To transfer shares in a private limited company, the seller signs a stock transfer form (J30) and the buyer pays any Stamp Duty to HMRC. The company then approves the transfer, updates its register of members and issues a new share certificate. Companies House does not need the form itself, but you may need to report a change of person with significant control and update your next confirmation statement.

What is a share transfer?

A share transfer moves existing shares from one person to another. It is different from an allotment, where the company issues new shares. If you want to bring in a new shareholder without anyone selling, see our guide to share allotment.

Check the articles and shareholders’ agreement first

Your company’s articles of association decide whether shares can be transferred freely. Many private companies have pre-emption rights, which require a seller to offer shares to existing shareholders first. Some give the directors power to refuse a transfer.

A shareholders’ agreement may add rules on price, leaver terms or drag-along and tag-along rights. Follow every step they require, or the transfer could be challenged.

How to transfer shares: step by step

1. Agree the terms. Settle the number and class of shares and the price, or confirm it is a gift.
2. Complete the stock transfer form. The J30 records the company name, share class, number of shares, price, and seller and buyer details. The seller signs and dates it. You can download it or get it from a lawyer or accountant.
3. Pay Stamp Duty if due. If the price is over £1,000, the buyer emails the form to HMRC and pays within 30 days.
4. Give the paperwork to the company. Send the signed J30 and the seller’s share certificate to the company.
5. Directors approve the transfer. Hold a board meeting or sign a written resolution if the articles require approval.
6. Update the register of members. Remove or reduce the seller’s entry and add the buyer, with the date.
7. Issue a new share certificate. Cancel the old one and issue a certificate to the buyer, and a balance certificate to the seller if they keep some shares.
8. Update the PSC register and Companies House if anyone crosses the 25% threshold or changes band.
9. Report the new shareholder on your next confirmation statement.

How much is Stamp Duty on a share transfer?

Stamp Duty is 0.5% of the price paid, rounded up to the nearest £5. It applies only if the transaction is over £1,000, according to GOV.UK.

The buyer pays. Email a scan or electronic copy of the signed form to stampdutymailbox@hmrc.gov.uk within 30 days of the date it was signed. If you cannot email it, post a photocopy to BT - Stamp Duty, HM Revenue and Customs, BX9 2AS. Keep the original. Late payment can lead to a penalty.

You pay no Stamp Duty if the shares are given for nothing.

What does the company have to do?

The company must register the transfer, or tell the buyer it refuses and why, within two months of the form being lodged. This is set by section 771 of the Companies Act 2006. Since the Economic Crime and Corporate Transparency Act 2023, the company can only register the transfer once it has the information it needs for the register of members.

Section 776 also gives the company two months to have the new share certificate ready. Failing either duty is an offence by the company and every officer in default.

Do you need to tell Companies House?

You do not send the stock transfer form to Companies House. You do need to:

• Report PSC changes within 14 days of confirming the change, if someone becomes or stops being a person with significant control, or moves between bands such as over 25% and over 50%. See Companies House PSC guidance.
• Verify identity for any new PSC. Our guide to PSC identity verification explains the process.
• Update shareholder details on the next confirmation statement.

What tax does the seller pay?

The seller may owe Capital Gains Tax on any gain. For 2026/27, GOV.UK sets the rates at 18% within the basic rate band and 24% above it, with an annual exempt amount of £3,000.

• If you sell at full value, the gain is the price minus what you paid for the shares.
• If you give shares away or sell cheaply to family, HMRC can tax you on a gain based on what the shares are worth, even though you received little or nothing.
• If the shares are in an unlisted trading company, you and the recipient can jointly claim Gift Hold-Over Relief using helpsheet HS295, which passes the gain to the recipient.
• If you give shares to your spouse or civil partner, you do not usually pay tax.
• If you are selling shares in your own trading company, Business Asset Disposal Relief at 18% may apply, subject to its conditions. See our guide to selling a business.

Estimate the bill with our Capital Gains Tax calculator.

What to do now

Read your articles before agreeing a price. Get a valuation if the transfer is between connected people, since HMRC may look at market value. Diary the 30-day Stamp Duty deadline and the 14-day PSC deadline as soon as the form is signed.

Frequently asked questions

What form do I need to transfer shares?

You need a stock transfer form, known as form J30. The seller signs it and it is given to the company with the old share certificate.

Do I have to pay Stamp Duty when transferring shares?

Only if the price is over £1,000. The rate is 0.5%, rounded up to the nearest £5, and gifts are exempt.

How long does the company have to register a share transfer?

Two months from the date the transfer is lodged, under section 771 of the Companies Act 2006.

Do I send the stock transfer form to Companies House?

No. Companies House does not take the form, but you must report PSC changes within 14 days and show new shareholders on your confirmation statement.

Can I gift shares in my company?

Yes. There is no Stamp Duty on a gift, but you may owe Capital Gains Tax on the market value unless a relief such as Gift Hold-Over Relief applies.