Share transfer form template (Uganda)
In brief
A precedent instrument of transfer of shares in a company.
When to use this
When transferring shares in a Ugandan company.
When a bespoke document is needed instead: For an allotment of new shares (a different process).
The template
A precedent only. Replace every [PLACEHOLDER] with your own details; it contains no real party data. Have it reviewed before use.
Heading
[COMPANY NAME] (Registration No. [RIN])
INSTRUMENT OF TRANSFER OF SHARES
1. Transferor & consideration
1.1 I, [TRANSFEROR FULL NAME], of [ADDRESS] (“the Transferor”), in consideration of UGX [PRICE] ([amount in words]) paid to me by [TRANSFEREE FULL NAME], of [ADDRESS] (“the Transferee”), the receipt of which I acknowledge,
2. Transfer
2.1 HEREBY TRANSFER to the Transferee [NUMBER] [ordinary/preference] shares of UGX [NOMINAL] each, numbered [RANGE, if any], in [COMPANY NAME], to hold subject to the Company’s articles.
3. Transferee’s acceptance
3.1 I, the Transferee, agree to take the said shares subject to the Company’s articles and the conditions on which the Transferor held them.
4. Execution
4.1 Transferor: ____________ Date: ________ Witness (Name/Address): ____________
4.2 Transferee: ____________ Date: ________ Witness (Name/Address): ____________
5. Company registration (office use)
5.1 Transfer approved by the board on [DATE]; entered in the register of members; new certificate No. [NO] issued to the Transferee.
Drafting notes
- Proper instrument
- A company will not register a transfer without a proper instrument of transfer (Companies Act s.83).
- Articles & pre-emption
- Check the articles for pre-emption and transfer restrictions before completing; obtain board approval.
- Stamp duty
- Pay any stamp duty before lodging the transfer with the company.
- Register & certificate
- Ensure the company updates the register of members and issues a new share certificate.
Execution requirements
- Both parties execute the instrument with a witness.
- Pay any stamp duty due and lodge the transfer with the company.
- The company registers the transfer (subject to the articles) and issues a new share certificate (Companies Act ss.84, 86).
Governing law & citations
Governed by the Companies Act, Cap. 106 (2023 Revision), ss.83–86, and the Stamp Duty Act, Cap. 339.
- Companies Act, Cap. 106 (2023 Revision) — ss.83, 84, 86.