How do I sell or transfer underlying ownership of my company?

The process of transferring underlying ownership of a company differs slightly depending on whether you have a nominee shareholder in place or not.


In this instance, we are assuming that there will be a change of shareholder as well as a change in the underlying beneficial ownership of the company.


Firstly you would need to confirm your instructions by email indicating names and addresses of the outgoing and incoming UBOs (ie underlying beneficial owners). If there’s also to be a change of shareholder you would need to confirm the name, address and DOB of the new/proposed shareholder/s (and advise as regards whether the present Shareholder, is to be retained or replaced).


To move forward thereafter (assuming there’s also to be a change of shareholder):

  1. A Board meeting would need to be called and the Chairman would need to sign and send to the company’s registered office a Change of Shareholder/owner minute/resolution (which resolution we would normally draft for you).
  2. If shares are to change hands then a share transfer would need to be signed and sent to the company’s registered office by the existing shareholder/s to transfer ownership of any existing/issued share/s (we will usually prepare the draft for you).
  3. Where a nominee shareholder has been engaged the current nominee shareholder’s declaration of trust will need to be returned to the company’s registered office to be replaced by a fresh draft (noting that the share is now to be held for the benefit of the new UBO).
  4. The above-referred resolution, share transfer and the existing original share certificate (and nominee shareholder’s declaration of trust, if applicable) will all need to be air freighted to the company’s registered office for the transfer of ownership to be completed at law. (Note for clarification: YOU WOULD NEED TO SEND the original share certificate, nominee shareholder’s declaration of trust & share transfer)
  5. Once the above has been received at the company’s registered office we can then legally change Shareholders. We would, normally, within 48 hours of receiving these things (i) forward you the new share certificates, (b) upgrade the Company’s Statutory records (held confidentially at the Company’s Registered Office), as required by law, in order for the change to take effect & (c) send you a copy of the upgraded Share register (and we will also dispatch by airmail or courier a Certificate of Incumbency if required, as advised by you).

If it’s just the beneficial ownership that’s changing what we would normally recommend is that a Company sale agreement be entered into as between the outgoing and incoming (underlying/beneficial) owners outlining the terms of the sale/transfer. From there what we usually do is call a Director’s meeting to formally ratify/agree to the change, and then draft a new Nominee Shareholder’s declaration of Trust.


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