By the Royale Corporate team · Published
· Last reviewed
· 2 min read
A shelf company transfer moves the shares to you and makes you director. The key documents are the stock transfer form and new share certificate (ownership), board minutes and the Companies House filings for the change of directors (control), plus the company’s certificate of incorporation and articles of association.
Key points
Ownership moves with a stock transfer form and a new share certificate.
Control moves when you are appointed director and the old director resigns.
Companies House must be told about director changes within 14 days.
Keep all originals: banks and HMRC can ask for them later.
Ownership documents
Document
What it does
Stock transfer form
Transfers the shares from the seller to you. Signed by the seller.
Share certificate
Issued in your name, showing how many shares you own.
Register of members (updated)
The company’s own record of shareholders.
PSC information (updated)
Shows you as a person with significant control if you hold over 25% of shares or votes.
Control documents
Board minutes or written resolutions approving the share transfer, appointing you and accepting the previous director’s resignation.
Director appointment filing (AP01) and termination filing (TM01) at Companies House. As a new director you must also verify your identity with Companies House.
Letter of resignation from the outgoing director.
Company documents
Certificate of incorporation: proves the company exists and shows its number and incorporation date.
Memorandum and articles of association: the company’s rulebook. Most shelf companies use the standard “model articles”.
Confirmation of non-trading: the seller’s statement that the company never traded and has no liabilities.
Registration certificates where included: HMRC VAT certificate, EORI confirmation, bank account details.
After the transfer
Check Companies House shows you as director and PSC.
Update the registered office and registered email address if you are not keeping the seller’s service.
Tell HMRC about any change of contact details for VAT, and tell HMRC within 3 months once the company starts trading for Corporation Tax.
Put the next accounts and confirmation statement deadlines in your calendar.
This guide is general information, not legal or tax advice. Rules and fees change; check the official sources above or speak to a UK accountant before you act.
FAQs
Questions people ask
Keep it safely. If you later sell the company or a bank asks for proof of ownership, you will need it. A replacement can be issued if it is lost.
No. It stays with the company records; it may need to be sent to HMRC for Stamp Duty if the price is over £1,000. The shareholder change appears on the next confirmation statement.
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