Stock Transfer Agreement Gift Template for England and Wales

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Key Requirements PROMPT example:

Stock Transfer Agreement Gift

"I need a Stock Transfer Agreement Gift to transfer 1,000 ordinary shares in my family business to my daughter as part of succession planning, with completion scheduled for March 15, 2025."

Document background
A Stock Transfer Agreement Gift is used when shares in a company are to be transferred as a gift rather than sold. Common in family business succession planning, charitable giving, or corporate restructuring, this agreement governed by English and Welsh law ensures the transfer complies with legal requirements and protects both parties' interests. The document captures the intention to make a gift, confirms the absence of consideration, and includes necessary provisions for tax compliance and company registration requirements.
Suggested Sections

1. Parties: Details of the donor and recipient of the shares

2. Background: Context of the gift and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Transfer Details: Specific details of shares being transferred, including number of shares, class, and nominal value

5. Completion: Terms of transfer completion, timing, and delivery requirements

6. Warranties: Basic warranties about share ownership and authority to transfer

7. Governing Law: Specification of English and Welsh law as governing law and jurisdiction

Optional Sections

1. Tax Indemnities: Section dealing with tax implications and arrangements between the parties

2. Board Approval: Section confirming company board approval where required by articles of association

3. Regulatory Compliance: Section addressing additional regulatory requirements for regulated companies

Suggested Schedules

1. Share Certificate: Copy of existing share certificate(s) being transferred

2. Stock Transfer Form: Standard form J30 for UK share transfers, completed and ready for execution

3. Company Information: Details of the company whose shares are being transferred, including incorporation details and share capital structure

4. Board Resolution: Copy of board resolution approving the transfer (if required by articles of association)

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Industries

Companies Act 2006: Primary legislation governing share transfers, including requirements for registration of transfers and directors' powers regarding share transfers

Finance Act 1986: Legislation covering Stamp Duty considerations and gift exemptions from Stamp Duty for share transfers

Financial Services and Markets Act 2000: Regulatory framework for transfers involving regulated companies and associated transfer restrictions

Capital Gains Tax Act 1992: Tax legislation covering gift relief provisions, connected persons rules, and market value considerations for share transfers

Inheritance Tax Act 1984: Tax legislation dealing with potentially exempt transfers, gift with reservation rules, and Business Property Relief considerations

Articles of Association: Company's constitutional document that may contain transfer restrictions, pre-emption rights, and board approval requirements

Shareholders' Agreement: Private contract between shareholders that may contain transfer restrictions and tag-along/drag-along rights

Stock Exchange Rules: Relevant if company is listed, covering market notification requirements and transfer regulations for listed shares

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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