Section 84 — Companies Act 1993: Transfer of shares

84 Transfer of shares (1) Subject to the constitution of the company, shares in a company may be transferred by entry of the name of the transferee on the share register. (2) For the purpose of transferring shares, a form of transfer signed by the present holder of the shares or by his or her personal representative must be delivered to— (a) The company; or (b) An agent of the company who maintains the share register under section 87(3) of this Act. (3) The form of transfer must be signed by the transferee if registration as holder of the shares imposes a liability to the company on the transferee. (4) On receipt of a form of transfer in accordance with subsection (2) and, if applicable, subsection (3) of this section, the company must forthwith enter or cause to be entered the name of the transferee on the share register as holder of the shares, unless— (a) The board resolves within 30 working days of receipt of the transfer to refuse or delay the registration of the transfer, and the resolution sets out in full the reasons for doing so; and (b) Notice of the resolution, including those reasons, is sent to the transferor and to the transferee within 5 working days of the resolution being passed by the board; and (c) The Act or the constitution expressly permits the board to refuse or delay registration for the reasons stated. (5) Subject to the constitution of a company, the board may refuse or delay the registration of a transfer of shares if the holder of the shares has failed to pay to the company an amount due in respect of those shares, whether by way of consideration for the issue of the shares or in respect of sums payable by the holder of the shares in accordance with the constitution. (6) If a company fails to comply with subsection (4) of this section,— (a) The company commits an offence and is liable on conviction to the penalty set out in section 373(1) of this Act; and (b) Every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(1) of this Act.