Powered by Lexis+®
Jurisdiction(s):
United Kingdom
CASE STUDY

“We have to become more agile as our clients' expectations and requirements change. The only thing we know is that tomorrow is going to be different and we must be prepared. With LexisNexis, I feel more confident of that we're ready every time.”

Wolverhampton County Council

Access all documents on Register of transfers

Register of transfers meaning

What does Register of transfers mean?
A register of transfers is an internal log recording securities transfer instructions (typically share transfers) lodged with a company and how they were dealt with, from receipt to registration or refusal. It is a descriptive practice term, not a statutory register. Under the Companies Act 2006 (applicable in England & Wales, Scotland and Northern Ireland), there is no requirement to keep a register of transfers. However, section 771 requires a company to register a transfer of its shares (or debentures) as soon as practicable and, in any event, within two months of lodgement, or to give notice of a lawful refusal with reasons within the same period. Many companies therefore maintain a separate register of transfers, alongside the register of members, to evidence compliance and to capture full transaction details. Typical entries include: date of lodgement, instrument (e.g. stock transfer form), class and number of shares, transferor and transferee, stamp duty status, board decision, date of registration and certificate details. It is commonly kept by the company secretary or external registrar; in CREST, the electronic audit trail performs a similar function. Practice in Ireland is broadly consistent under the Companies Act 2014: there is no statutory requirement to keep a separate transfer...
Speed up all aspects of your legal work with tools that help you to work faster and smarter. Win cases, close deals and grow your business–all whilst saving time and reducing risk.

View the related Checklists about Register of transfers

CHECKLISTS
HM Land Registry: Practitioner Checklist for Registering Transfers and New Leases of Registered Land (England and Wales)

This Checklist outlines the steps for registering a transfer of registered land (freehold or leasehold), or granting a new lease carved out of a registered title at HM Land Registry, covering when to submit the application, the correct HM Land Registry form to complete, and the procedure when HM Land Registry issue any requisitions arising. Is the transfer or lease a registrable disposition?...

Read More Right Arrow
CHECKLISTS
Acquiring UK FCA/PRA-authorised firms or payment institutions: due diligence and regulatory approvals checklist for share or asset purchases

This checklist outlines matters a potential buyer (and its advisers) ought to weigh up when acquiring the share capital or business assets of a firm authorised by the Financial Conduct Authority (FCA) or the Prudential Regulation Authority (PRA) under the Financial Services and Markets Act 2000 (FSMA 2000), or authorised or registered by the FCA under the Payment Services Regulations 2017, SI 2017/752 (PSRs 2017). It is designed to help purchasers compile a due diligence questionnaire and to flag other central elements of the transaction. It is not exhaustive and additional considerations may arise. Due diligence Authorisations and licences Review the Financial Services Register for the target’s FCA or PRA authorisation under FSMA 2000 and the scope of permissions attached to that authorisation, or for FCA authorisation or registration under the PSRs 2017; also confirm the authorisations and permissions of any group entities. Verify that activities undertaken by the target (and any group members) align with the permissions recorded on the Financial Services Register... ...

Read More Right Arrow
CHECKLISTS
Private M&A share purchase: post-completion legal checklist covering filings, stamping, notifications, employment, TSAs and claims (England and Wales)

This checklist outlines, in brief, the principal tasks and responsibilities that will usually fall to the buyer’s lawyers (and, in some instances, the seller’s lawyers) after completion of a private M&A acquisition where the target is a company incorporated in England & Wales. Once completion has occurred, the SPA should be reviewed carefully so the parties’ lawyers can accurately diarise the agreed matters, especially any deadlines, by reference to the parties’ specific post-completion obligations. As a result, although this checklist points to actions that are commonly required, every deal is different and the list cannot be comprehensive... Issue Guidance Registration of share transfers Buyer’s lawyers: Lodge with the Stamp Office the stock transfer form(s) (or a declaration of trust—see note below) relating to the target’s shares, for adjudication and payment of any stamp duty/transfer taxes (within 30 days of execution) Update the register of members of the target company (and any subsidiaries) Where applicable, update the people with significant control (PSC) register (CA...

Read More Right Arrow

View the related Flowcharts about Register of transfers

FLOWCHARTS
Procedure for transferring certificated shares—flowchart

This diagram outlines the procedure and process for reinstating a company on the company register through the administrative restoration procedure where it has been removed by the registrar under its powers to strike off a defunct company, as provided for in the Companies Act 2006 (CA 2006). View or print a full-sized PDF version:...

Read More Right Arrow

View the related News about Register of transfers

NEWS
UK restructuring and insolvency update: INSSight rollout; scheme recognition (Re Standard Profil); just and equitable winding up; s423 SoftBank claim dismissed; Argentex administrators' expenses; Scotland CFT change; Companies House reforms

In this issue: Key R&I developments Corporate insolvency Restructuring Directors and insolvency Insolvency litigation Financial institutions R&I in Scotland Daily and weekly news alerts Corporate Rescue and Insolvency (October 2025) Key dates for restructuring and insolvency professionals New content Key R&I developments Insolvency Service announces update on INSSight system rollout The Insolvency Service confirms that deployment of its new internal case management platform, INSSight, will start in late October 2025 and continue into early November 2025. INSSight will support Official Receiver Services and Estate Accounts, including banking activities, and will run alongside the existing ISCIS Online service, which will remain available during transition. While the rollout is underway, users may face delays processing cheque or BACS payment requests, posting receipts to the Insolvency Service Account (ISA), and undertaking bulk case transfers. The Individual Insolvency Register will stay accessible, although there will be a short pause on registering new Individual Voluntary...

Read More Right Arrow
NEWS
Share transfers, deeds of adherence and section 40 Companies Act 2006: England and Wales High Court validates registration notwithstanding breach of articles (Jusan Technologies v Uconinvest)

Jusan Technologies Ltd v Uconinvest Llc [2025] EWHC 704 (Ch) What are the practical implications of this case? The key takeaways are: Companies and shareholders should think carefully about the mechanism for future share transfers when negotiating a shareholders' agreement. In this matter, the stipulation for a deed of adherence signed by the company and every shareholder created notable and unnecessary obstacles Share purchasers ought to carry out thorough due diligence to identify any terms in the articles of association or shareholders' agreements that might later hinder the transfer and registration of shares CA 2006, s 40 is designed to be wide-ranging, yet it still leaves certain constraints on the directors' authority to bind the company What was the background? JTL applied under CA 2006, s 125(1) for rectification of its register of members by removing the name of Uconivest LLC (Ucoinvest), with the change to take effect retrospectively from 7 March 2023...

Read More Right Arrow
NEWS
UK Private Client weekly update: probate, Court of Protection, capacity, pre-nups, HMRC rates/manuals, DRRS judicial review, privilege exception, insolvency/trusts litigation, pensions and international tax—21 August 2025

In this issue: Probate Court of Protection Elderly and vulnerable clients Spouses, civil partners and cohabitants UK taxes for Private Client HMRC Manuals tracker Tax avoidance, evasion and non-compliance Family businesses and ownership structures Insolvency—Private Client Contentious trusts and estates Pensions, insurance and tax efficient investments International Question of the week Additional Private Client updates this week Daily and weekly news alerts LexTalk®Private Client: a Lexis+® community New and updated content Dates for your diary Trackers Latest Q&A Useful information Probate HM Land Registry updates Practice Guide 6—Devolution on the death of a registered proprietor HM Land Registry (HMLR) has revised Practice Guide 6—Devolution on the death of a registered proprietor. Section 6 now aligns with HMLR’s refreshed approach to first registrations. Formerly, where there were no other requisitions, HMLR would complete the application with a protective note and issue a...

Read More Right Arrow

View the related Practice Notes about Register of transfers

PRACTICE NOTES
Creating, scoring and maintaining a privacy risk register: UK GDPR guidance for law firms and in-house counsel

A privacy risk register is a mechanism for bringing together, documenting, monitoring and administering all data protection, information security and privacy risk information in a single location. This Practice Note walks you through how to create such a register. See Precedent: Privacy risk register. The UK GDPR does not mandate keeping a privacy risk register, though guidance from the Information Commissioner’s Office (ICO) indicates the regulator views it as good practice. To build one, you must first pinpoint data protection risks within your organisation. This involves reviewing: The personal data you hold How you handle and process it The purposes for processing With whom it is shared Internal data flows Any transfers of personal data outside the UK Measures to keep personal data accurate and current Retention periods and destruction procedures With these insights, you can determine your data protection and privacy risks and complete the register. Identifying privacy risks—risk assessment To craft an effective...

Read More Right Arrow
PRACTICE NOTES
Germany: legal and regulatory guide to establishing and operating businesses, including corporate, employment, tax, FDI, competition, financial services, data protection and IP (Updated December 2025)

Updated in December 2025 Introduction Germany stands as Europe’s strongest economy and ranks among the largest worldwide. Its central position across the continent underpins a tightly knit infrastructure network. The country presents excellent business conditions and enjoys strong regard from overseas investors. Far-reaching structural reforms, together with restrained growth in unit labour costs, have markedly enhanced the competitiveness of German enterprises. Outstanding infrastructure and a highly qualified workforce further underpin long-term commercial success. The Federal Government has recently expanded public spending to unprecedented levels, with a particular focus on infrastructure investment. In addition, the legislature has widened depreciation allowances and resolved to lower corporation taxes. There are numerous options for structuring a venture in Germany. The purpose of this Practice Note is to flag key issues a new business should address before commencing operations in Germany. This Practice Note is not intended to be a comprehensive manual, and tailored German legal advice should always be obtained before establishing and running a business in Germany. Finally, be aware...

Read More Right Arrow
PRACTICE NOTES
Cambodia Private Limited Company: Formation, Governance, Share Transfers, Reporting and Taxation—Multilaw Global Business Entities Guide

This Practice Note sits within a multi-jurisdictional guide that covers the key elements of establishing particular business entities worldwide. Leading firms in the Multilaw global network respond to core questions on the subject. This guide outlines the principal issues when setting up a private limited company in Cambodia. Current as of 23 July 2024. Author: Jay Cohen and Mealtey Oeurn, Tilleke & Gibbins, a Multilaw member firm... Common entities What form of entity is the subject of this questionnaire? Which other commonly used entities in this jurisdiction are dealt with in another questionnaire? Private limited company (Kromhoun Elachon Tortoul Khos Trov Mean Komrith) (subject of this response)... Identify other entity types in your jurisdiction that exist but are not covered by a questionnaire at this time: General partnership (Kromhoun Sahakkramaseth Toutov) Sole proprietorship (Sahakreas Ekbokkol) Branch (Sakha Kromhoun) Representative office (Kariyealy Tamnang Peanechchokam) Public limited company (Kromhoun Mohachun Tortoul Khos Trov Mean Komrith) Limited...

Read More Right Arrow

View the related Precedents about Register of transfers

PRECEDENTS
UK GDPR/DPA 2018 data protection risk assessment—long-form organisational template and practitioner checklist, covering processing, sharing, overseas transfers, accuracy, retention, destruction, audits and privacy risk register

1 Background information Assessment covering [ specify if the assessment applies to the entire organisation or a particular department ] Assessor [ insert name ] Assessment date [ insert date ] 2 Which personal data do you obtain and/or keep? Reflect on the personal data you receive and/or store, and identify any inherent risks. 2.1 Review Category of personal data Type of data How is it acquired? How is it stored?...

Read More Right Arrow
PRECEDENTS
Indemnity covenant clauses for HM Land Registry transfers (TR1/TP1): additional provisions and schedules for documents, headleases and occupational leases (England and Wales)

Panel 11 (transfer of whole)/panel 12 (transfer of part)—Additional provisions Definitions: Documents are those in Schedule 1; Leases those in Schedule 2 (including any supplemental or collateral documents, or documents entered into under their terms); Occupational Leases those in Schedule 3 (including any such documents entered into under their terms). Transfer: The Property passes subject to, and where relevant with the benefit of, matters in the Conveyance, Documents and Occupational Leases. Indemnity covenant: option one. By way of indemnity only, the Transferee will observe and perform the covenants, conditions and other matters in: the property, proprietorship and charges registers of the title(s) in panel 1; the Documents or the Conveyance; the Leases; and the Occupational Leases; and will indemnify the Transferor and their estate against all actions, proceedings, damages, costs, claims and expenses for any future breach, non‑observance or non‑performance, and under any authorised guarantee agreement in clause [number] of [document] dated [date] between [parties]. Indemnity covenant: option two. By way of indemnity only,...

Read More Right Arrow
PRECEDENTS
Articles precedent: PE/VC leaver provisions for compulsory share transfers, Investor Direction Sale Notices, Good/Bad Leaver pricing and Fair Value determined by independent expert

Insert the following as new definitions (if not already included) in the articles of association of the relevant company: Definitions include: Bad Leaver; Good Leaver (loss of subsidiary status, death, Investor‑assessed incapacity, or retirement at normal age); Garden Leave; Employee Trust (s.86 IHTA 1984); Fair Value (Art 1.6); Family Member/Trust; Financing Documents; Independent Expert; Issue Price; Leaver and related terms. Insert the following as a new article in the company’s articles of association: 1 Leavers Applies to Leavers and Leaver’s Shares. Within one year of Leaving Date Investor may require the Company to issue a Sale Notice offering Shares to recipients (including the Company/Employee Trust). The Leaver must complete transfer at the Sale Price within five Business Days. On default the Company may execute and register transfers or cancel its purchase; once effected it is final. Good Leavers receive Fair Value; Bad Leavers the lower of Issue/acquisition price and Fair Value. Fair Value is agreed with Investor Consent within 10 Business Days or determined by an Independent...

Read More Right Arrow

View the related Q&As about Register of transfers

Q&As
Overriding interests on registered land: chancel repair liability and 5‑year LTA 1954 lease after transfers for value

This response addresses a situation where a party asserts the benefit, as overriding interests, of a five-year business lease and of chancel repair liability. Both arose before the land was registered yet were not recorded against the title, and the question is whether they could constitute overriding interests. Chancel repair liability Chancel repair liability has historically been difficult to pinpoint or verify because there is no single central register that sets out all such liabilities (see Practice Note: Chancel repair liability)...

Read More Right Arrow