How do I remove a director who is not pulling their weight?
- 20.08.2026
I own shares in a family company and want to transfer some to my sister. The constitution seems to say something about the board approving transfers. Can the company refuse, and what paperwork is needed to complete the transfer properly?
Check the company's constitution and any shareholders' agreement first. Under the Companies Act 1993, shares are generally transferable, but the constitution can impose restrictions such as board approval, pre-emption rights giving other shareholders first refusal or a limit on who can hold shares. If the constitution gives the board a discretion, it must exercise it in good faith and for a proper purpose. To complete the transfer, sign a share transfer form or instrument that meets the constitution's requirements, have the company enter the new holder in the share register and update the Companies Office if required, for example by filing the change in shareholding in the annual return or as the register requires. The tax consequences, including whether you must report a disposal, should be reviewed with an accountant.
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