Ireland · Shares, company capital and dividends

Transferring shares, transmission on death and issuing share certificates

the Companies Act 2014 · sections 94 to 96 and 99

A refusal to register a transfer is lawful only if it is communicated. If the directors refuse to register a transfer they must send the transferee notice of the refusal within two months after the date on which the transfer was lodged with the company (section 95(3)). Silence is not a refusal, and a company that simply does not act leaves the transferee able to press the point and leaves the register unreliable.

Certificates run on the same clock. A company must complete and have ready for delivery the certificates of all shares allotted, or of all shares transferred, within two months after the date of allotment or after the date on which the transfer is lodged (section 99(2)). A member who asks for one or more certificates for shares already held is entitled to receive them on payment of ten euro for each certificate, or such lesser sum as the directors fix (section 99(7)).

Sections 94 to 96 govern the instrument of transfer, the directors' power to refuse registration and the notice that must follow a refusal. Transmission on death or bankruptcy passes an entitlement rather than a registered holding, and the person entitled has to elect between being registered and transferring the shares onward. Every step alters the register of members, so the register duties in section 169 apply in parallel.

Section 99 sets the certificate duties, including the two-month preparation period, the entitlement to a certificate on payment and the treatment of a certificate that is lost or defaced. A certificate is evidence of title, so a company that issues certificates that do not match the register creates two competing accounts of who owns the company.

File 11 of the IE-COMPANY package covers this situation on its own. It asks how transfers are lodged and recorded, how the directors decide whether to register a transfer, when the last refusal was notified and on what date the transfer had been lodged, how transmission cases are handled, and how certificates are prepared, sealed, issued and replaced. The output records each answer against the section that imposes the duty.

This situation is covered by these files from the pack IE-COMPANY

• File 11 · Transfer and transmission of shares and share certificates

ComplianceSME tracks the Companies Act 2014 and issues update files through the membership, so that you are never working from a superseded version. Membership

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