If I wish to transfer a share do I have to return the original share certificate to the Company’s registered office??? If so why?


The essential minimum steps relating to transfer of registered shares (IBCs) are:


  1. Signing of a share transfer instrument by the transferor in favour of the transferee
  2. A Board Resolution by the IBC (whose shares are being transferred) approving the share transfer; and
  3. . (The final step) Updating by the IBC of its Share Register, ie to include the transferee’s details (as well as the date of cessation of the transferor being the member in respect of the transferred shares).


Share certificates are optional, though, if issued, should be delivered up to the Company (directors) for cancellation upon the subject shares being transferred.


In most “Offshore” Jurisdictions there does not appear to be any “rule” per se requiring delivery up of original share transfers and share certificates to the Company’s Registered agent (“RA”) in the country of Incorporation or Registered office. Company records (including the registers) should be kept at the Registered Office, but the directors may resolve to keep such records elsewhere (however the law usually requires that the Registered agent must be informed of and have record of such other address). In any event, it’s not a matter for the Registered agent to determine on the validity of share transfers; Ordinarily that’s really a matter for the directors.


Most directors (as we do when acting as Professional ‘Nominee” Director) would insist on receipt of an original signed share transfer, though one would presumably have some discretion in respect of acceptance on non-original documents (on the basis that other “authentication” evidence is available to prove that the transfer was intended by the transferor, etc).


If the company’s RA has a faxed copy of the critical share transfer (and provided we/it can get first-hand knowledge that the outgoing shareholder intended the transfer to proceed from him direct), presumably the director can act on that


Maybe that could be “supported” by a declaration by the transferee, confirming (assuming that is the case) that the copy transfer fully records the transfer agreement, etc.


We are not in the business of providing legal advice. If you require further information and/or advice as the law governing such matters you will need to obtain such advice from a licensed Attorney at Law in the country of proposed incorporation. If you require further information or legal advice please contact us as we can assist you to obtain such advice via our network of international legal contacts.


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