This article is for Irish company directors, shareholders, and business owners who need to transfer shares between parties and want to do it correctly.
If you're wondering what forms you need, whether board approval is required, how much stamp duty you'll pay, or what filing deadlines you need to meet, this guide covers the complete legal process from stock transfer forms to CRO registration.
Key Takeaways
• Share transfers require stamp duty at 1% of consideration or market value, payable to Revenue within 30 days. • You must file Form B10 with the CRO within 28 days when shares transfer to a new shareholder. • Board approval is typically required for private company share transfers before registration can proceed. • The transferee only gains voting and dividend rights once registered in the company's register of members. • Transfers under €1,000, between spouses, or from inheritances qualify for stamp duty exemption.
Laura Ryan is a practising Barrister at the Bar of Ireland. She graduated from the Honourable Society of King’s Inns in 2024, having previously qualified and practised as a Chartered Accountant in a big four accounting firm.
Do I need board approval to transfer shares in my company?
It depends on what your company's constitution says about share transfers. Most private company constitutions include restrictions requiring directors to approve transfers before they can be registered, and the board should pass a resolution approving the transfer.
How much stamp duty do I have to pay on a share transfer?
Stamp duty is charged at 1% of either the consideration paid or the market value of the shares, whichever is higher. For example, if you sell shares for €50,000, you'll pay €500 in stamp duty, which must be paid to Revenue within 30 days of the transfer.
Can I avoid paying stamp duty on share transfers?
Yes, several situations qualify for exemption: transfers under €1,000, transfers between spouses during marriage, transfers pursuant to divorce court orders, inheritances from deceased estates, and certain corporate group transfers. You must still submit the stock transfer form to Revenue for stamping even when claiming exemption.
What documents do I need to complete a share transfer?
You need a stock transfer form signed by the transferor, the share certificate for the shares being transferred, and board minutes or a resolution approving the transfer if your constitution requires it. Both the form and certificate must be submitted to the company for registration.
How long does the company have to issue new share certificates after a transfer?
The company must issue new share certificates to the transferee within two months of registering the transfer under Section 107. If the transfer involved only some of the transferor's shares, the company also issues a new certificate to the transferor for their remaining balance.
When do I need to file Form B10 with the CRO?
You must file Form B10 within 28 days when shares transfer to someone who wasn't previously a shareholder or when beneficial ownership changes affect the company's beneficial ownership register. The form must be filed electronically through the CRO's CORE system with a €30 filing fee.
What happens if I don't pay stamp duty within 30 days?
Failing to pay stamp duty within 30 days results in penalties and interest charges from Revenue. The stock transfer form must be stamped before the company can register the transfer, so delays in payment will prevent you from becoming a registered shareholder.
Will I owe capital gains tax when I sell my shares?
The seller may face capital gains tax at 33% on gains realized from selling shares, though various reliefs may reduce this liability. Entrepreneur Relief under Section 597 can reduce CGT to 10% on qualifying business disposals up to €1 million.
