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Upon company incorporation, it is vital that you understand the obligations of operating a limited company in the UK. This will include understanding what statutory documents need to be filed from the annual return and annual accounts to the company’s corporation tax returns. Although not compulsory, some companies will continue to appoint a company secretary whose role it is to ensure that the company remains fully compliant with company law. Therefore it is often advised to seek company secretarial services from a firm of chartered accountants to ensure your company remains compliant with company law. One additional role of a company secretary is to ensure that any transfers of stock between individuals are recorded and correctly accounted for. This will be recorded on a ‘Stock Transfer Form’ which is the standard form for the transfer of shares in a private UK company (i.e. a limited company (ltd) guaranteed by shares). In order for a transfer of shares to be approved, according to the 2006 Companies Act, the transfer of share only be approved if ‘a proper instrument’ has been delivered. This ‘proper instrument’ can take a number of forms and can also be subject to the articles of association, but typically this comes in the form of the Stock Transfer Form. On this form (also known as form J30), the details of both buyer and the seller of shares, type of shares, total number of shares and total consideration to be paid by the buyer will be included on this form. Depending on the total value of the share considerations, there are a number of certificates that may have to be completed. This is in addition to the possibility of paying stamp duty on these shares. Certificate 1 will be required if both the following apply: - Consideration for the shares is less than £1,000 - The transfer does not form part of a series of larger transactions which in total exceeds £1,000. Certificate 2 will be required in the following circumstances: - The transfer is exempt of stamp duty - The consideration given is not chargeable consideration. No certificates are required if the transfer is exempt from stamp duty (or covered by a relief) or there is no consideration given for the shares. On the transfer of shares, the only other issue is that of stamp duty. This is payable on shares that have a consideration that is greater than £1,000 (any consideration less than this will not suffer stamp duty). The rate of stamp duty is 0.5% of the sale price (rounded to the nearest £5. Therefore if the share consideration is £10,000, the stamp duty payable on this transaction would be £500. If you would like more information about stock transfers or corporate governance, please contact us on 020 8952 0140.
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