Transferring shares in a limited company feels like it should be something you file with Companies House. It isn't. A share transfer is a private transaction between the seller and the buyer — you complete a form, deal with any stamp duty, and update your own company records. Companies House only finds out later, almost as an afterthought. That gap between what people expect and how it actually works is where most of the confusion lives, so this guide walks through the three things that genuinely matter: the J30 form, when stamp duty applies, and the records you have to update once it's done.
When you'd transfer shares
The reasons are usually straightforward. You're bringing in a co-founder or an investor and giving them equity. A shareholder is leaving and selling their stake back to the company or to the others. You're gifting shares to a spouse for tax planning, or reorganising who owns what. Whatever the reason, if existing shares are changing hands from one owner to another, the mechanism is the same — and it starts with a J30.
One thing to get clear up front: transferring existing shares is different from creating brand-new ones. If you're issuing fresh shares to bring someone in, that's an allotment, and it follows a different process entirely. This guide is about moving shares that already exist.
The J30 form, and the bits people get wrong
The J30 — properly called the stock transfer form — is the standard document for transferring fully paid shares in a private limited company. You don't buy a special version or register it anywhere; it's a single form the seller completes and signs, and importantly, you don't send it to Companies House at all.
Most of the form is simple: the company name and registration number, the number and class of shares being transferred, and the full names and addresses of the transferor (the current owner) and the transferee (the new one). The box that trips people up is the consideration — the amount actually paid for the shares. Write the real figure here, in both words and numbers. If the shares are being gifted rather than sold, you don't leave it blank; you write "Nil" or "Gift", because what goes in this box determines whether stamp duty applies and how you certify the form.
That certification happens on the back. There are two short declarations, and you complete one depending on the situation. If the consideration is £1,000 or less, you sign Certificate 1, which confirms the transfer falls below the stamp duty threshold. If the transfer is exempt for another reason — a genuine gift for no consideration, or a transfer between spouses — you complete Certificate 2 instead. Getting the right certificate signed is what lets you process the transfer without involving HMRC at all, which brings us to the part everyone worries about.
Stamp duty: when 0.5% applies, and when it doesn't
Stamp duty on shares is more limited than people fear. It only applies when the consideration is more than £1,000. If you paid £1,000 or less, or the shares were a genuine gift, there's no stamp duty to pay and nothing to send to HMRC — you self-certify on the back of the form and you're done.
Above £1,000, stamp duty is charged at 0.5% of the consideration, rounded up to the nearest £5. So a transfer of £5,000 of shares means £25 of duty; a transfer of £2,250 works out at £11.25, rounded up to £15. When duty is payable, the buyer is responsible for it, and the signed form has to reach HMRC for stamping within 30 days of the date it was signed, along with the payment. Until HMRC returns the stamped form, the company shouldn't register the new owner — the stamping is what makes the transfer good.
A word of caution worth heeding: don't try to split one sale across several forms to keep each under the £1,000 threshold. HMRC looks at the substance of a transaction, not just the paperwork, and can treat connected transfers as one. If it's genuinely one sale, treat it as one.
After the transfer: the certificate and your register of members
Here's the step people forget. Signing the J30 doesn't finish the job — the transfer isn't legally complete until your own records catch up. Two things need to happen.
First, the share certificate. The new shareholder should be issued a certificate in their name, and the old one cancelled. Second, and most importantly, you update your register of members — the company's own record of who owns what. This matters more than people realise: legal ownership of the shares passes at the moment the new owner's name is entered into the register of members, not when the J30 is signed and not when Companies House is told. The register is the actual legal record of ownership. Companies House holds a copy of some information, but your statutory register is the thing that counts.
This is the kind of admin that's easy to let slip and awkward to reconstruct later. Tend generates the share certificate and updates your register of members directly from the transfer details you enter, so the legal records stay correct without you redrawing them by hand each time ownership changes — and it keeps track of the confirmation statement, which is where the change eventually surfaces.
Adding or removing a shareholder
A transfer is how you remove a shareholder: they sign their shares over to someone else — another shareholder, a new buyer, or back to the remaining owners — and once the register is updated, they're out.
Adding a shareholder works one of two ways. If an existing owner sells them some of their shares, that's a transfer, exactly as described here. If the company creates new shares for them instead, that's an allotment using an SH01 — a separate process covered in its own guide.
When the change does reach Companies House
So when does Companies House find out? Not through the J30 — you never send it to them. The new ownership shows up at your next confirmation statement, the annual filing that confirms your company's details including its shareholders. Until then, the only authoritative record of the transfer is your own register of members, which is exactly why keeping it current matters. (One exception worth flagging: if a transfer changes who has significant control of the company, that's a separate notification to Companies House within 14 days — but a routine share transfer between existing shareholders usually won't trigger it.)
Common questions
- Do I send a J30 form to Companies House?
- No. The J30 is a private document between the buyer and seller. You keep it with your company records. The transfer is reported to Companies House later, at your next confirmation statement.
- Is there stamp duty on a share transfer of £1,000 or less?
- No. Stamp duty only applies when the consideration is more than £1,000. At or below that, you self-certify on the back of the form and pay nothing.
- Do I need to issue a new share certificate?
- Yes. The new shareholder should receive a certificate in their name and the previous one should be cancelled, alongside updating your register of members.
- How do I remove a shareholder?
- By transferring their shares to someone else using a J30 and updating your register of members. Once their name is removed from the register, they're no longer a shareholder.