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JGM, Solicitor
Category: Law
Satisfied Customers: 12182
Experience:  30 years as a practising solicitor.
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I am a 49% shareholder of a ltd small company. My

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I am a 49% shareholder of a ltd small company. My wife holds 1% and the sole director holds 50%. I am thinking of selling my shares to my father. The compnay has no articles of association or contracts. Model actives only. Can I sell my shares to my father or do I need to tell the other shareholders? The director until 6 months ago had only 49% of the shares and his father 1%, but he bought his fathers 1% share without consultation, therefore I assume that I can transfer mine without the need for any consultation too. Is this right?
Thanks for your question. That is not correct and the earlier share transfer may be void. The model Articles provide:"Share transfers
26.—(1) Shares may be transferred by means of an instrument of transfer in any usual form or
any other form approved by the directors, which is executed by or on behalf of the transferor.
(2) No fee may be charged for registering any instrument of transfer or other document relating to or affecting the title to any share.
(3) The company may retain any instrument of transfer which is registered.
(4) The transferor remains the holder of a share until the transferee’s name is ***** ***** the register of members as holder of it.
(5) The directors may refuse to register the transfer of a share, and if they do so, the instrument of transfer must be returned to the transferee with the notice of refusal unless they suspect that the proposed transfer may be fraudulent."So the directors have to agree. Not one director but the directors and that would suggest a majority at a meeting. Happy to discuss. I hope that helps. Please leave a positive rating so that I am credited for my time.
Customer: replied 2 years ago.

As the other guy is the sole director, I assume that he authorised this then as he is the only director of the company.

If that is the case then, yes.
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