In the lifecycle of a corporation, there often comes a time when shareholders may wish to transfer or sell their shares. Whether it’s part of a business succession plan, a strategic transaction, or a personal decision, it’s important to understand the legal steps involved.
At Fletcher Barrow, we guide clients through the process of transferring or selling shares with precision, protecting both their business interests and legal rights at every stage.
A share transfer refers to the legal process by which ownership of shares in a corporation is passed from one person or entity to another.
Unlike the sale of a corporation’s assets, a share sale involves a change in who owns the company, not what the company owns.
Common reasons for transferring or selling shares include:
Many corporations have shareholder agreements or bylaws that impose restrictions on share transfers, such as rights of first refusal or consent requirements. It is crucial to review these documents before initiating any transaction.
Determining the fair market value of the shares is often necessary, particularly for arm’s-length transactions or tax planning purposes. Professional valuation services may be advisable.
The sale or transfer of shares can trigger capital gains taxes or other tax consequences. Proper structuring with legal and tax advice is critical to minimize liability.
A formal written agreement is typically required to outline the terms and conditions of the transfer, including the purchase price, representations, warranties, and closing procedures.
After a transfer, it is important to update the corporation’s share registry, minute book, and issue new share certificates to reflect the change in ownership.
In some cases, lenders, government agencies, or business partners may need to be notified of a change in ownership, depending on the business’s contractual obligations.
At Fletcher Barrow, we assist with every aspect of share transfers and sales, including:
It depends. Many private corporations require shareholder consent or compliance with restrictions under a Shareholders’ Agreement or the corporation’s Articles. We can review these documents for you.
Yes. A Share Transfer Agreement ensures that both parties are clear on the terms and protects you legally if a dispute arises later.
Yes. Selling shares can trigger capital gains tax. Proper tax planning is essential to minimize liability, and there may be strategies available such as lifetime capital gains exemptions for qualifying small business shares.
Share value is typically determined by agreement between the parties, often based on financial statements, market conditions, and, if needed, a professional valuation report.
The share register, minute book, and share certificates must all be updated to reflect the new shareholder information.
Whether you’re selling part of your business, transferring ownership to family, or planning a corporate restructure, Fletcher Barrow is here to help.