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Share transfer and allotment

Share transfer and allotment in Ireland, done properly the first time

Shares move for lots of reasons: a new investor, a family gift, a reward for a key employee. Each one has different paperwork and different tax, and mistakes tend to surface years later in a sale. Here is how to tell which process you are in and what each involves.

Transfer or issue shares Talk to our team
Share transferExisting shares change hands. Stamp duty usually applies.Seller to buyer
Share allotmentThe company issues new shares. No stamp duty on the allotment.Company to investor
Which one is it?

Transfer or allotment

SHARES MOVE

Share transfer

  • What happensExisting shares pass from one holder to another
  • PaperworkSigned stock transfer form
  • Stamp dutyUsually 1%, paid by the buyer
  • Total issued sharesStay the same
Use this for a sale, a gift or a family transfer.
SHARES ARE CREATED

Share allotment

  • What happensThe company issues new shares to someone
  • PaperworkBoard approval and any authority the constitution needs
  • Stamp dutyNone on the allotment itself
  • Total issued sharesGo up
Use this to bring in an investor or reward staff.
The numbers

Figures that decide the cost and the deadline

1%Stamp dutyOn the price or market value, whichever is higher. The buyer pays.
€1,000Exemption levelTransfers at or under this can be exempt if certified and not part of a larger deal.
44DaysTo file the stamp duty return on ROS after the transfer is executed.
25%Ownership triggerCrossing it, or gaining control, means updating the RBO.
The process

A share transfer from start to finish

Step 1Read the constitutionIt may restrict transfers, need board approval or give others first refusal.
Step 2Sign the transfer formSeller and buyer both sign the stock transfer form.
Step 3Pay and file stamp dutyReturn on ROS within 44 days.
Step 4Board approvesRecord it in the minutes.
Step 5New certificateIssue it to the new holder.
Step 6Update the registerRegister of members only changes once the signed transfer is in.
Step 7Check beneficial ownershipUpdate the RBO if needed.
Step 8Annual returnThe CRO is told through your next return.
Before you sign

Questions to ask first

1
Does the constitution restrict transfers?Look for pre-emption rights, consent requirements and rights of first refusal.
Yes: follow themNo: carry on
2
Is anyone paying for the shares?The price sets the stamp duty. A gift is charged on market value.
Yes: price appliesNo: market value
3
Will anyone pass 25% or gain control?That means updating the beneficial ownership filing.
Yes: update RBONo: nothing extra
4
Is this a gift to family or staff?Other taxes can apply on top of stamp duty.
Yes: take adviceNo: standard process
In practice

Four real-world situations

Illustration

Selling to a co-founder

A founder sells 20% to another director at an agreed price.

Transfer form, stamp duty and an updated register
Illustration

A gift to a child

A parent gives shares to their daughter.

Stamp duty on market value, plus tax advice
Illustration

Bringing in an investor

The company issues new shares in return for investment.

Allotment, board approval and new certificates
Illustration

Rewarding a key employee

The company allots shares to a long-serving manager.

Allotment and tax advice first
Straight answers

Common misunderstandings

✕
MythSigning the transfer form completes the transfer.
✓
FactThe register of members has to be updated too, and stamp duty has to be paid.
✕
MythA gift of shares has no stamp duty.
✓
FactStamp duty is charged on market value for gifts.
✕
MythAllotting shares costs stamp duty.
✓
FactNo stamp duty is charged on the allotment of new shares.
✕
MythOnly the company needs to worry about beneficial ownership.
✓
FactAn individual crossing 25% or gaining control triggers an update to the RBO.
Quick answers

Questions about share transfers and allotments

What is the difference between a transfer and an allotment?

A transfer moves existing shares between people. An allotment is the company issuing new shares. The paperwork and tax differ.

How much is stamp duty on a share transfer?

1% of the price or the market value, whichever is higher, paid by the buyer.

Is there an exemption?

Transfers at €1,000 or less can be exempt if certified and not part of a larger transaction.

When is the stamp duty return due?

On Revenue Online Service within 44 days of the transfer being executed.

Does the register of members change straight away?

Only once a properly signed instrument of transfer has been received and the transfer is in order.

Can the constitution block a transfer?

Yes. It can require board approval, give others first refusal or restrict who can hold shares.

What if I am giving shares to a family member?

Stamp duty is charged on market value, and capital gains or capital acquisitions tax may also apply. Take advice first.

Do I need to update the beneficial ownership filing?

Yes, if someone now owns more than 25% or has gained control.

Keep reading

Related guides

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COMPLIANCE

Beneficial ownership filing

Who counts as a beneficial owner and what to file with the RBO.

4 min readRead Article →
RE-REGISTRATION

Re-register a company

Change company type, for example LTD to DAC or PLC, without starting again.

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SECRETARIAL

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Registers, annual returns, director changes and everything the CRO expects.

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Transferring or issuing shares?

Tell us who is involved and what the shares are worth. We check the constitution, prepare the documents and deal with stamp duty.

Transfer or issue shares Talk to our team
  • The company name and CRO number
  • Who is selling, buying or receiving shares
  • The number of shares and the price or value
  • A copy of your constitution if you have it