Transfer of Shares in UK Law

Leading Cases
  • Ebrahimi v Westbourne Galleries Ltd; Re Westbourne Galleries Ltd
    • House of Lords
    • 03 May 1972

    The words are a recognition of the fact that a limited company is more than a mere judicial entity, with a personality in law of its own: that there is room in company law for recognition of the fact that behind it, or amongst it, there are individuals, with rights, expectations and obligations inter se which are not necessarily submerged in the company structure.

  • Ebrahimi v Westbourne Galleries Ltd; Re Westbourne Galleries Ltd
    • House of Lords
    • 03 May 1972

    The superimposition of equitable considerations requires something more, which typically may include one, or probably more, of the following elements—(i) an association formed or continued on the basis of a personal relationship, involving mutual confidence—this element will often be found where a pre-existing partnership has been converted into a limited company; (ii) an agreement, or understanding, that all, or some (for there may be "sleeping" members), of the shareholders shall participate in the conduct of the business; (iii) restriction upon the transfer of the members' interest in the company—so that if confidence is lost, or one member is removed from management, he cannot take out his stake and go elsewhere.

    But the expressions may be confusing if they obscure, or deny, the fact that the parties (possibly former partners) are now co-members in a company, who have accepted, in law, new obligations. A company, however small, however domestic, is a company not a partnership or even a quasi-partnership and it is through the just and equitable clause that obligations, common to partnership relations, may come in.

  • Lyle & Scott Ltd v Scott's Trustees
    • House of Lords
    • 18 June 1959

    They say that "transfer" and "transferring" only apply to a complete transfer of the ownership of shares by acceptance and registration of deeds of transfer, and that a shareholder who agrees to sell his shares is quite entitled to do so and to receive the price and vote as the purchaser wishes so long as he is not desirous of having a transfer registered.

    I see no reason for reading the Article in that limited way. Transferring a share involves a series of steps, first an agreement to sell, then the execution of a deed of transfer and finally the registration of the transfer. Moreover the ordinary meaning of "transfer" is simply to hand over or part with something, and a shareholder who agrees to sell is parting with something. The context must determine in what sense the word is used.

  • Barclays Mercantile Business Finance Ltd v Mawson (Inspector of Taxes)
    • House of Lords
    • 25 November 2004

    In each case the court looked at the overall effect of the composite transactions by which the taxpayer company in Burmah suffered no loss, the shares in Furniss passed into the hands of the outside purchaser and the vendors in Carreras received cash. On the true construction of the relevant provisions of the statute, the elements inserted into the transactions without any commercial purpose were treated as having no significance.

  • Oughtred v Commissioners of Inland Revenue
    • House of Lords
    • 04 November 1959

    The constructive trust in favour of a purchaser which arises on the conclusion of a contract for sale is founded upon the purchaser's right to enforce the contract in proceedings for specific performance. In other words, he is treated in equity as entitled by virtue of the contract to the property which the vendor is bound under the contract to convey to him.

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Legislation
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Books & Journal Articles
  • Comment: Legal Issues regarding the NBE Guideline on Diaspora-Owned Shares in Banks
    • No. 11-2, July 2017
    • Mizan Law Review
    • Tameru Wondim Agegnehu
    • Tameru Wondim Agegnehu: LL.B, (Haile Selassie I University, currently Addis Ababa University, 1972), LL.M (University of Manchester, 1981), former Vice President of the Supreme Court, and currently Attorney & Consultant at Law, Email: tameruw@yahoo.com
    • 404-409
    This comment examines the legality of Guideline No. FIS/01/2016 issued by the National Bank of Ethiopia (on November 1st, 2016) regarding the relinquishing of shares in banks owned by foreign natio...
    ... ... ) are clearly the shareholders in whose name the shares were registered, and in effect, they are entitled to the premiums obtained during the transfer of shares by auction. If the initial acquisition of shares is considered improper, ‘two wrongs don’t make a right’ and thus, the proper ... ...
  • European Company Law and the Netherlands: The Insider Dealing Problem. A Probatio Diabolica?
    • No. 3-3, September 1996
    • Maastricht Journal of European and Comparative Law
    ... ... dealing crime - gaining individual profit from a transfer of shares on the basis of information which has not been made public ... ...
  • The European Private Company? Maastricht, 7 – 8 April 1995
    • No. 1-3, September 1994
    • Maastricht Journal of European and Comparative Law
    ... ... In somecountries private companies are obliged to restrict the transfer of shares (the Netherlands,France, Belgium), while in other countries this ... ...
  • Legal Aspects of Stock Market Development in Ethiopia: Comments on Challenges and Prospects
    • No. 8-2, July 2014
    • Mizan Law Review
    • JE Chewaka
    • LLB, LLM, Lecturer of Law at the University of Gondar School of Law. Email: jetulaw@gmail.com. The writer is grateful to Professor Tilahun Teshome for encouraging and supporting me to write on this issue.
    • 439-454
    Ethiopia lacks the institutional and legal frameworks that regulate the market for stock exchange, and in effect, the current stock trading activity may grow into a largely unregulated space in whi...
    ... ... under formation and investors in existing companies sell and transfer their shares to third parties giving rise to the availability of tradable ... ...
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Law Firm Commentaries
  • What UK tax measures and announcements have been made to date?
    • LexBlog United Kingdom
    This note provides a more detailed look at what tax measures and announcements have been made to date covering: VAT, self assessment income tax, time to pay, non-statutory clearances, pension schem...
  • TUPE transfer after a share purchase
    • JD Supra United Kingdom
    It is generally accepted that the TUPE Regulations will not apply to a transfer of shares. This is because there is no change in identity of the employer following a share sale. All rights, duties ...
    ... It is generally accepted that the TUPE Regulations will not apply to a transfer of shares. This is because there is no change in identity of the employer following a share sale. All rights, duties and liabilities in connection with the ... ...
  • UK Stamp Duty On The Transfer Of Most AIM Shares Abolished
    • Mondaq United Kingdom
  • An End To Cancellation Schemes In Takeovers
    • Mondaq UK
    ... ... Cancellation schemes involved cancelling the target's shares through a reduction of capital and reissuing new shares in the target to ... bidder, so avoiding the stamp duty that would usually arise on a transfer of shares. The Chancellor's Autumn Statement announced the end of ... ...
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Forms
  • Common form of order for sale
    • HM Courts & Tribunals Service court and tribunal forms
    Chancery forms, including claim forms and applications for orders.
    ... ... the sale be divided between the Claimant and the Defendant in equal shares   ... Inquiry as to interests ...   ()   the following ... ()   upon an engrossment of a transfer in the attached form being tendered to the Defendant he shall forthwith ... ...
  • sale of jointly owned property (COP GN2)
    • HM Courts & Tribunals Service court and tribunal forms
    Court of Protection forms including the COP1 application to make decisions on someone's behalf.
    ... ... with its transfer or sale as they are not trustees of ... the property ... • If the joint ... assets must be provided (including full details of any stocks and shares held); ... (k) a copy of any notice of severance and evidence of service; ... ...
  • Form D81
    • HM Courts & Tribunals Service court and tribunal forms
    Forms to apply for a divorce, dissolve a civil partnership or legally separate, including the D8 application and financial order forms.
    ... ... If no agreement has ... been reached regarding shares, it should be divided equally ... Type of capital ... transfer of property ... 12. Has every mortgagee (if any) of the property been ... ...
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