How to transfer ownership of a UK limited company
Buying a ready made company is a share transfer plus a change of officers. These are the steps, in the order they happen.
1. Due diligence on the buyer
The seller must verify who is buying the company: identity, address, business purpose and source of funds for every new owner and director. This is a legal requirement for company service providers, and it must finish before the transfer.
2. Sale agreement
A short agreement identifies the company, the shares and the price, and records the seller's confirmation that the company has never traded and has no liabilities.
3. Stock transfer form
Shares in a UK private company are transferred with a stock transfer form, signed by the seller. If the price is £1,000 or less, the certificate on the back is completed and no stamp duty is due. Above £1,000, the buyer pays stamp duty of 0.5% to HMRC and the form is stamped before the company registers the transfer.
4. Board approval and new share certificate
The directors approve the transfer, the register of members is updated and a new share certificate is issued to you. Legal ownership passes when your name is entered in the register of members.
5. Directors
You are appointed director and the outgoing director resigns. Companies House is told using the appointment and termination filings. New directors must have verified their identity with Companies House.
6. People with significant control
Anyone who holds more than 25% of the shares or votes, or otherwise controls the company, is a person with significant control (PSC). The old PSC is ceased and you are notified to Companies House as the new one.
7. Registered office, name and SIC code
Most buyers move the registered office, change the company name by special resolution and update the business activity (SIC) code. The company must also have a registered email address.
8. Confirmation statement
The new shareholder details reach the public register through the next confirmation statement, which can be filed early so that the register shows you as owner straight away.
How long it takes
With documents ready, the legal transfer is done in a day and the Companies House filings usually appear within one to three working days. We prepare and file all of this for you: see UK ready made companies.
This guide is general information, not legal or tax advice. Rules differ by country and change over time.
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