(1) |
Review Articles of Association of the subject company and the Register of Members; |
(2) |
Prepare Minutes of Directors’ Meeting and Share Transfer Form; |
(3) |
Arrange to have the board minutes or resolution and other share transfer documents signed by the director and outgoing and incoming shareholder; |
(4) |
Arrange to have the Share Transfer Form stamped by HMRC and payment of stamp duty; |
(5) |
Arrange to cancel the old share certificate held by the existing shareholder and issue new share certificate to the new shareholder (and existing shareholder); |
(6) |
Update the Register of Members. |
(1) |
When counting the number of transfers, the transfer of shares from one shareholder to another person is counted as one transfer. The transfer of shares from one person to two persons or from two persons to one person are counted as two transfers. |
(2) |
Delivery charge and stamp duty are not included in the fees stated above. A detailed illustration of the calculation of stamp duty is provided in Section 5 of this quotation. Group relief for stamp duty is available. |
(3) |
Our fees do not cover drafting share transfer agreement or document of similar nature. Kaizen can draft or arrange the preparation of share transfer agreement if so request. Our fees for this service will be quoted separately upon request. |
(4) |
Our fees are applicable to cash transfer of transfer with cash consideration only. |
(1) |
A copy of Articles of Association. |
(2) |
Copy of the latest Confirmation Statement (also known as Annual Return). |
(3) |
The latest Register of Members. |
(4) |
The name of the seller (Transferor). |
(5) |
The number of shares to be transferred and the value of consideration. |
(6) |
A copy of the passport and residential address proof of the transferee. |
(7) |
The original copy of the share transfer agreement, if any. |
(8) |
A copy of the latest financial statements and/or the management accounts prepared up to a date within 3 months of the transfer. |
(9) |
A copy of consolidated financial statements or a copy of financial statements of each of its subsidiaries (for holding company). |
Step |
Description |
Working Day(s) |
1 |
Client confirms engagement with Kaizen and provides the materials required, as listed in Section 3 above, for the transfer to Kaizen. |
Client’s schedule |
2 |
Kaizen calculates the estimated amount of stamp duty based on the materials provided by client and advises client of the same. |
1 |
3 |
Kaizen issues and sends its invoice for its service fee and the estimated stamp duty to client and client arranges payment. |
1 |
4 |
Kaizen arranges with client to verify the identification documents of the transferee (only in the case where the transferee is not an existing member). |
Client schedule |
5 |
Kaizen prepares the share transfer documents and delivers them to client for signature. |
1 |
6 |
Kaizen then arranges the transferor and transferee (also the board of directors) to sign the transfer documents. The duly signed share transfer documents are then returned to Kaizen. |
Client schedule |
7 |
Kaizen delivers the share transfer document (share transfer form) to HMRC for stamping and arranges payment of stamp duty (if applicable). |
20 |
8 |
Upon receipt of stamped share transfer form from HMRC, Kaizen then prepares new share certificates and update the Register of Members. |
1 |
9 |
Kaizen delivers documents to client for retention/safe custody. |
1 |
Total: 5 weeks |
(1) |
Stamped (if applicable) Share Transfer Form; |
(2) |
Updated Register of Members; |
(3) |
Updated Register of Transfers; |
(4) |
Board Minutes authorizing the transfer(s); |
(5) |
Share certificate(s). |