When you are running a company you may want to transfer shares for one reason or the other. Maybe you want to add someone in your Business or give an investor some shares in exchange for capital being injected in your Business. In some cases, one shareholder may die and you want to transfer their shares to their family or someone else.

This is how to transfer shares in a company in Kenya;

1. Determine the amount of shares you want to transfer. It is important to determine both the quality and quantity of shares you wish to transfer. Consider how the share transfer will change your company,  for instance you don’t want to lose control over your company by issuing too many high quality shares to another person.

2. Prepare the Minutes of the Shareholders Meeting approving the Share Transfer.

3. Have a Lawyer prepare  a Transfer Deed for you.  Sign it together with the person you are transferring shares to. Have it properly witnessed. Also fill Form D (one of the forms attached to the Companies Act), it should be filled and signed by your Company Auditor.

4. File the Deed, Form D and Minutes with the Companies Registry and have the Stamp Duty Assessed.  Also attach a copy of your Company’s interim annual returns.

5. Pay the Stamp Duty.

6. You will have successfully transferred your shares and now you can amend your Shareholders Agreement accordingly.

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Published by masibolaw

We help ambitious entrepreneurs to overcome legal and regulatory obstacles while growing their businesses.

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