Starting a company in Ireland implies completing certain formalities before and after the incorporation of the chosen legal entity. One of the most important documents to draft upon the creation of a business is the Articles of Association that must comprise information about the share capital, its division into shares and the shareholders owning them. This applies to private and public companies, as other legal entities, such as partnerships and sole proprietorships are established under other requirements.
The Irish Companies Law provides for several alterations that can be made to the share capital of a company, and the transfer of shares is one of them. For this purpose, a share transfer documents must be drafted. Below, our company formation officers explain how to create a share transfer form in Ireland.
Operations related to the share capital of companies
There are two major operations that can be completed when it comes to the share capital of Irish companies: increases and reductions of the capital. They imply adding more shareholders and altering the number of shares of one or more shareholders, respectively, selling the shares of the company. These actions must be done by drafting a share transfer form in Ireland.
If you want to open a company in Ireland and need more information about the share capital requirements imposed under the Companies Act.
Types of transfer of shares in Ireland
There are several types of share transfers that can occur in Irish companies. These are:
- – transfers between the shareholders of the company;
- – transfers to third parties entering the shareholding structure of the company;
- – transfers of shares through share exchanges;
- – takeovers, mergers and restructuring actions;
- – succession is also a way of transferring company shares in Ireland.
The procedure is much simpler in the case of private companies in Ireland and needs not be notified to the Trade Register. However, in the case of public companies various requirements must be met and they can be explained by our company registration agents in Ireland.
When it comes to the share transfer form in Ireland, it must contain specific information.
Procedure of transferring shares in an Irish company
Compared to other jurisdictions, the share transfers in Ireland are straightforward, however, due diligence is required. The following steps must be completed:
- preparing of the share transfer forms;
- filing Form SD4 with the Revenue Commissioners’ Office;
- recording the changes in the Minute Book;
- recording the changes in the Register of Transfer and Register of Members;
- cancelling the old share certificates and issuing new certificates;
- presenting the share transfer document to the Revenue Commissioners for signing.
Before agreeing to the share transfer, the directors must verify the company’s Memorandum and Articles of Association in order to ensure no restrictions are imposed on the procedure. In case of restrictions, these can be overwritten through a special resolution and the amendment of the business’ constitutive papers.
The share transfer form in Ireland is simple to draft and must contain specific information. Our local experts can offer support in this sense.
Notification of the share transfer
There is no need to notify the transfer of shares to Companies Register, which is why the procedure is straightforward. The change will be reflected at the end of the financial year when the annual tax return is filed.
Our Irish company formation representatives can offer more information on the procedures related to the transfer of shares.
Particular situations applicable to share transfers in Ireland
As mentioned earlier, succession is one of the ways through which share transfers can occur in Ireland. In this case, the other shareholders together with the representative of the heir must draft the share transfer form. Also, the remaining assets of the deceased must also be passed to the heir.
We can provide tailored consultancy in such situations. We are also at clients’ disposal with accounting services in Ireland.
Taxes to consider on share transfers in Ireland
According to the Irish Revenue Commission, the following taxes and fees must be considered upon the transfer of shares:
- – a stamp duty of 1% must be paid upon filing the SD4 form;
- – a stamp duty of 6% must be paid if special rules apply when it comes to value of assets resulted from the transfer;
- – if the share transfer has a value of less than 1,000 euros, there is no stamp duty.
For more information on how to transfer shares and how to draft share transfer forms in Ireland, please contact our company registration consultants.