- You transfer ownership of a limited company by transferring its shares, not by filing a single ownership document at Companies House.
- A paper share transfer uses a stock transfer form (J30), needs board approval, and updates the company’s register of members.
- Share changes are reported on your next annual confirmation statement, and Stamp Duty of 0.5% applies only where consideration is more than £1,000.
To transfer ownership of a limited company, you transfer its shares. There is no single “change of owner” form at Companies House. Instead, you move shares from one person to another, record it internally, and report the change on your next confirmation statement.
How much paperwork you need depends on what you’re doing: bringing in a partner, selling the whole company, or gifting shares to family. Each route shares the same core steps but differs on tax and notifications. Get the order wrong and the transfer can be challenged or left unregistered.
The admin is exactly the kind of work our company secretarial service takes off your plate.
How do you transfer ownership of a limited company?
You transfer ownership of a limited company by transferring its shares to the new owner, because shares are what represent ownership. Whoever holds the shares controls the company, so changing the shareholders changes who owns it.
There’s a common misconception that you file a “transfer of ownership” directly with Companies House. You don’t. The transfer happens between the parties on paper, the company updates its own records, and Companies House only sees the change later, on the annual confirmation statement.
Directors and shareholders are also two different things. You can change who owns the company without changing who runs it, and vice versa. Transferring shares does not automatically remove or appoint a director, that’s a separate filing.
There are three common routes ownership actually changes hands, and they need different paperwork.
Route | What happens | Paperwork | Who you notify | Tax flag |
Transfer some shares | A shareholder sells or passes part of their holding to a new co-owner or investor | Stock transfer form, board approval, update register of members | Companies House (next confirmation statement) | Stamp Duty if consideration over £1,000 |
Sell the whole company | All shares sold to a buyer (share sale) | Stock transfer form(s), share purchase agreement, board approval | Companies House (next confirmation statement) | Stamp Duty, plus Capital Gains for the seller |
Gift shares | Shares given for no payment, often to a spouse or family | Stock transfer form with exemption certificate, board approval | Companies House (next confirmation statement) | Usually no Stamp Duty; CGT may still apply |
Transferring some shares to a new owner or investor
Transferring some shares brings a new co-owner or investor into your company while you keep the rest. This is the most common route for small companies taking on a business partner or raising money from someone who wants equity.
It’s worth being clear that this is different from issuing new shares. Issuing creates brand new shares and dilutes everyone; transferring moves shares that already exist from one person to another. If you actually want to bring in fresh capital rather than buy out an existing holder, issuing may be the better route.
The stock transfer form (J30)
The legal instrument that moves the shares is a stock transfer form, usually the J30 for fully paid shares. It records the company name, the share class and number, the seller (transferor), the buyer (transferee), and the consideration paid.
Both parties sign it. If any payment is made, the buyer is responsible for any Stamp Duty due, and the form may need stamping by HMRC before the transfer can be registered.
Board approval and updating the register
Most companies’ articles require the directors to approve a share transfer. The directors record their decision in a board minute or resolution authorising registration of the new shareholder.
Once approved, the company updates its register of members to show the new ownership and issues a new share certificate to the buyer. The register of members, not Companies House, is the legal record of who owns the shares at any given moment.
If you’d rather not run share classes and registers yourself, redesignating shares and keeping statutory registers accurate is exactly the kind of governance admin worth delegating.
How to sell a limited company in the UK
You sell a limited company in the UK by selling its shares to a buyer, which transfers ownership of the whole business as a going concern. The buyer takes on the company with its assets, contracts, and liabilities intact.
This is a share sale, and it’s different from an asset sale, where the company stays with you and you sell its assets (equipment, customer lists, goodwill) individually. Buyers and sellers often prefer different routes for tax reasons, so this is a point to take advice on.
The mechanics still run through stock transfer forms and a share purchase agreement, with board approval and register updates as above. The bigger difference is tax: selling shareholders may face Capital Gains Tax on their gain, which we flag further down and which warrants proper planning.
If the company has served its purpose and there’s no buyer, selling isn’t your only exit. Closing rather than selling through strike-off or liquidation may be cleaner and cheaper.
Gifting shares to family
Gifting shares means transferring them for no payment, often to a spouse, civil partner, or other family member. The process still uses a stock transfer form, but because no consideration changes hands, there’s usually no Stamp Duty to pay.
You still complete the form, tick the relevant exemption certificate on the back, get board approval, and update the register of members. A genuine gift needs to be exactly that.
A gift only works if beneficial ownership genuinely changes hands. If you keep the income or control in practice, HMRC can treat it as your share regardless of whose name is on the register.
HMRC scrutinises arrangements made mainly to gain a tax advantage. Gifting shares to a spouse to split dividend income can be legitimate, but the spouse must genuinely own the shares and the rights attached to them. Where a transfer looks like a paper exercise with no real change in ownership, it can be challenged, so keep the documentation clean and the substance real.
What you tell Companies House when you change shareholders
You report a change of shareholders to Companies House on your next annual confirmation statement, not through a separate share transfer filing. This is the single most misunderstood part of the process.
The confirmation statement is the annual filing that confirms your company’s details, including its shareholders, are up to date. When you file it, you record the updated list of members reflecting the transfer that happened during the year.
A few points to keep straight:
- The transfer is legally effective once the company updates its register of members, not when Companies House is told.
- You don’t file the stock transfer form itself at Companies House; it stays in your company records.
- If the transfer changes who has significant control (a person crossing 25% of shares or votes), you must update your PSC register, and a PSC change is notified to Companies House promptly rather than waiting for the confirmation statement.
The confirmation statement fee changed in 2026
Since 1 February 2026, the confirmation statement fee is £50 for digital filing and £110 on paper. That’s up from the previous £34, so filing online is now the clear default for cost as well as speed.
Keeping shareholder records, the PSC register, and confirmation statements accurate is the core of what company secretaries do. It’s routine when it’s handled properly, and a real headache when it slips.
Tax to watch: Stamp Duty and Capital Gains
Two taxes can apply when you transfer shares, and both sit with different people. This article flags them so you don’t miss them, but the detailed planning is a separate job worth taking advice on.
Stamp Duty on shares
Stamp Duty applies to a paper share transfer where the consideration is more than £1,000. It’s charged at 0.5% of what’s paid, rounded up to the nearest £5, and the buyer pays it to HMRC within 30 days of the transfer being signed.
If the consideration is £1,000 or less, or the shares are a genuine gift, no Stamp Duty is due, though you still complete the exemption certificate on the form. Transfers between spouses or civil partners on marriage, and some divorce-related transfers, are also exempt.
One forward-looking note: HMRC has confirmed plans to replace the current stamp-duty-on-shares framework with a single new tax from 2027, including removing the £1,000 threshold. It’s not in force yet, but it’s coming, so larger or recurring transfers are worth keeping an eye on.
Capital Gains Tax for the seller
Capital Gains Tax can apply to the person selling or gifting the shares, not the buyer, where the shares have risen in value. Business Asset Disposal Relief may reduce the rate on a qualifying sale, but the rules and lifetime limits are detailed.
This is genuinely out of scope for a process guide, so treat it as a flag to plan around rather than a step to action here. Get the figures modelled before you complete, not after.
How Sleek helps with transferring company ownership
Transferring ownership is mostly admin, but it’s the kind of admin where a small slip (an unstamped form, a register that’s never updated, a missed PSC change) causes real problems later when someone does due diligence.
We handle the share paperwork end to end: drafting the stock transfer form, preparing board resolutions, updating your register of members and PSC register, and capturing the change on your confirmation statement. As a registered agent with Companies House, we can manage the whole change for you so the transfer is done correctly and on record.
If you want the wider picture handled too, our ongoing accounting and tax support keeps the company compliant well beyond the transfer itself.
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FAQs on transferring ownership of a limited company
Do I file a share transfer with Companies House directly?
No. There’s no standalone share transfer filing at Companies House. The transfer happens on a stock transfer form between the parties, the company updates its own register of members, and the change is then reported on your next annual confirmation statement. The exception is a change in persons with significant control, which is notified to Companies House promptly.
Is there Stamp Duty on transferring shares?
Only sometimes. Stamp Duty of 0.5% applies to a paper transfer where the consideration is more than £1,000, rounded up to the nearest £5, and the buyer pays it to HMRC within 30 days. If you pay £1,000 or less, or the shares are a genuine gift with no payment, no Stamp Duty is due, though you still complete an exemption certificate.
Can I transfer shares to my spouse?
Yes. You can gift shares to a spouse or civil partner using a stock transfer form, and such transfers are usually exempt from Stamp Duty. The catch is that beneficial ownership must genuinely change. HMRC can challenge arrangements where you keep the income or control in substance, so the gift needs to be real, not just a name on the register.
Does transferring shares change the directors?
No. Shareholders and directors are separate roles. Transferring shares changes who owns the company, but it does not automatically remove an existing director or appoint a new one. If the new owner also wants to become a director, that’s a separate appointment filed with Companies House in its own right.
How long does it take to transfer shares?
The internal steps can be done in a day: sign the stock transfer form, pass the board resolution, update the register, and issue the new certificate. If Stamp Duty is payable, you must allow time for HMRC to stamp the form before registering the transfer. The Companies House record only updates when you file your next confirmation statement.
What’s the difference between transferring and issuing shares?
Transferring moves shares that already exist from one person to another, so the total number stays the same. Issuing creates new shares, which raises capital but dilutes existing shareholders. If your goal is to bring in fresh money, issuing may suit you; if it’s to buy out or bring in a co-owner directly, transferring is the route.
Do I need a solicitor to transfer shares?
Not usually. A straightforward share transfer can be handled with a stock transfer form, a board resolution, and updated registers, which a company secretarial service can do for you. A solicitor becomes worth involving for a full company sale, a share purchase agreement, or anything with warranties, earn-outs, or disputed valuations.
