Share Transfers
Companies Act
Transfer of shares and debentures
94. (1) Subject to any restrictions in the company’s constitution and this section, a member may transfer all or any of his or her shares in the company by instrument in writing in any usual or common form or any other form which the directors of the company may approve.
(2) The instrument of transfer of any share shall be executed by or on behalf of the transferor, save that if the share concerned (or one or more of the shares concerned) is not fully paid, the instrument shall be executed by or on behalf of the transferor and the transferee.
(3) The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect thereof.
(4) A company shall not register a transfer of shares in or debentures of the company unless a proper instrument of transfer has been delivered to the company.
(5) Nothing in subsection (4) shall prejudice any power of the company to register as shareholder or debenture holder, any person to whom the right to any shares in, or debentures of the company, has been transmitted by operation of law.
(6) A transfer of the share or other interest of a deceased member of a company made by his or her personal representative shall, although the personal representative is not himself or herself a member of the company, be as valid as if the personal representative had been such a member at the time of the execution of the instrument of transfer.
(7) On application of the transferor of any share or interest in a company, the company shall enter in its register of members, the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee.
(8) Save to the extent that a company’s constitution regulates the execution of instruments by any particular company or other body corporate, this section is without prejudice to the Stock Transfer Act 1963 .
Restrictions on transfer
95. (1) Save where the constitution of the company provides otherwise—
(a) the directors of a company may in their absolute discretion and without assigning any reason for doing so, decline to register the transfer of any share;
(b) the directors’ power to decline to register a transfer of shares (other than on account of a matter specified in subsection (2)) shall cease to be exercisable on the expiry of 2 months after the date of delivery to the company of the instrument of transfer of the share.
(2) The directors of a company may decline to register any instrument of transfer unless—
(a) a fee of €10.00 or such lesser sum as the directors may from time to time require, is paid to the company in respect of it;
(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer; and
(c) the instrument of transfer is in respect of one class of share only.
(3) If the directors refuse to register a transfer they shall, within 2 months after the date on which the transfer was lodged with the company, send to the transferee notice of the refusal.
(4) The registration of transfers of shares in a company may be suspended at such times and for such periods, not exceeding in the whole 30 days in each year, as the directors of the company may from time to time determine.
Transmission of shares
96. (1) Subsections (2) to (11) apply save to the extent that the company’s constitution provides otherwise.
(2) In the case of the death of a member, the survivor or survivors where the deceased was a joint holder, and the personal representatives of the deceased where he or she was a sole holder, shall be the only persons recognised by the company as having any title to his or her interest in the shares.
(3) Nothing in subsection (2) shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him or her with other persons.
(4) Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may from time to time properly be required by the directors of the company and subject to subsection (5), elect either—
(a) to be registered himself or herself as holder of the share; or
(b) to have some person nominated by him or her (being a person who consents to being so registered) registered as the transferee thereof.
(5) The directors of the company shall, in either of those cases, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his or her death or bankruptcy, as the case may be.
(6) If the person becoming entitled as mentioned in subsection (4)—
(a) elects to be registered himself or herself, the person shall furnish to the company a notice in writing signed by him or her stating that he or she so elects; or
(b) elects to have another person registered, the person shall testify his or her election by executing to that other person a transfer of the share.
(7) All the limitations, restrictions and provisions of this Chapter relating to the right to transfer and the registration of a transfer of a share shall be applicable to a notice or transfer referred to in subsection (6) as if the death or bankruptcy of the member concerned had not occurred and the notice or transfer were a transfer signed by that member.
(8) Subject to subsections (9) and (10), a person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he or she would be entitled if he or she were the registered holder of the share.
(9) Such a person shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company.
(10) The directors of the company may at any time serve a notice on any such person requiring the person to make the election provided for by subsection (4) and, if the person does not make that election (and proceed to do, consequent on that election, whichever of the things mentioned in subsection (6) is appropriate) within 90 days after the date of service of the notice, the directors may thereupon withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with.
(11) The company may charge a fee not exceeding €10.00 on the registration of every probate, letters of administration, certificate of death, power of attorney, notice as to stock or other instrument or order.
(12) The production to a company of any document which is by law sufficient evidence of probate of the will or letters of administration of the estate of a deceased person having been granted to some person shall be accepted by the company, notwithstanding anything in its constitution, as sufficient evidence of the grant.
Transmission of shares in special circumstances (including cases of mergers)
97. (1) The Minister may prescribe procedures whereby the registration of shares in a company may be validly effected in the following cases:
(a) cases of a death of the sole member of a single-member company where that member had been the only director of the company;
(b) other cases of difficulty in effecting such registration.
(2) Without prejudice to this matter being provided for by the exercise of the Minister’s powers under subsection (1) (and subject, in that eventuality, to any regulations made in pursuance thereof), nothing in section 96 prejudices the adoption of alternative procedures to those specified in that section with respect to the registering of a transfer of shares in a company held by another company that are transmitted by operation of law in consequence of a merger between those companies.
(3) Save to the extent that the constitution of the second-mentioned company in subsection (2) provides otherwise and subject—
(a) as mentioned in subsection (2); and
(b) in every case (that is to say, irrespective of what that constitution or those regulations provide), to any order made by the court in respect of the matter concerned under Part 9 ,
those alternative procedures shall be such as the directors of that second-mentioned company determine.
173. (1) If—
(a) the name of any person is, without sufficient cause, entered in the register of members or omitted from it, in contravention of subsections (1) and (3) of section 169 , or
(b) default is made in entering on the register, within the period fixed by subsection (4) of section 169 , the fact of any person’s having ceased to be a member,
the person aggrieved, or any member of the company, or the company, may apply to the court for rectification of the register.
(2) Where an application is made under this section, the court may either refuse the application or may order rectification of the register and payment by the company of compensation for any loss sustained by any party aggrieved.
(3) On an application under this section the court may decide any question relating to the title of any person who is a party to the application to have his or her name entered in or omitted from the register (whether the question arises between members or alleged members, or between members or alleged members on the one hand and the company on the other hand) and generally may decide any question necessary or expedient to be decided for rectification of the register.
(4) The court when making an order for rectification of the register shall by its order direct, if appropriate, notice of the rectification to be given to the Registrar.
(5) A company may, without application to the court, at any time rectify any error or omission in the register but such a rectification shall not adversely affect any person unless he or she agrees to the rectification made.
(6) The company shall, within 21 days after the date on which the rectification under subsection (5) has been made, give notice, in the prescribed form, of the rectification to the Registrar if the error or omission referred to in subsection (5) also occurs in any document forwarded by the company to the Registrar.
(7) Without prejudice to the generality of subsection (5), a rectification may be effected by the company under that subsection of an error or omission that relates to the amount of the company’s issued share capital (whether it consists of an overstatement or understatement of it) and subsection (6) shall apply, in the circumstances there set out, in the event of such a rectification.
Restriction on transfer of shares
1045. F689[(1)] Section 95(2) shall not apply in respect of a transfer of shares in a PLC where those shares fall within a class of securities the evidencing and transfer of title to which is for the time being governed by, as appropriate—
(a) regulations under section 1086, or
(b) for so long as they remain in force (including for any period as they may stand amended by regulations under section 1086), the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (S.I. No. 68 of 1996).
F689[(2) Save where the constitution of the company provides otherwise, the directors of the company may decline to register—
(a) the transfer of a share (not being a fully paid share) to a person of whom they do not approve,
(b) the transfer of a share on which the company has a lien, or
(c) the transfer of a share which, in their opinion, may—
(i) imperil or prejudicially affect the status of the company in the State,
(ii) imperil any tax relief or rebate to which the members of the company are entitled, or
(iii) involve the company in the payment of any additional stamp duty or other duty on any conveyance of any property made, or to be made, to the company.]
Annotations
Amendments:
F689
Inserted (6.07.2022) by Companies (Corporate Enforcement Authority) Act 2021 (48/2021), s. 23(a), (b), S.I. No. 335 of 2022.