UK certificated share transfers: completing stock transfer forms, stamp duty, HMRC stamping, consideration, certificates and execution under the Stock Transfer Act 1963

Published by a LexisNexis Corporate expert

Practice notes

Shares in a company can be held in certificated form or uncertificated form

Shares are certificated where the company has issued, or ought to have issued, a paper share certificate covering those holdings. By contrast, shares are uncertificated when they exist in electronic form; no paper certificate is, or needs to be, produced for such holdings. For further detail on the difference between certificated and uncertificated shares, see Practice Note: Transfer of shares—law and procedure.

The mechanism by which a share transfer becomes effective is influenced by the way the shares are held:

Certificated shares are commonly transferred using a physical instrument of transfer.
Uncertificated shares are transferred by electronic means.

Where a shareholder intends to transfer certificated shares, they will ordinarily be required, as part of the process, to complete and execute an instrument of transfer. The prescribed form of that instrument is determined by the company’s articles of association and, where the transfer concerns fully paid shares, the Stock Transfer...

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Web page updated on 22/05/2026

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