Transferring shares between spouses in a property company: putting the family's affairs in order
A nominal-value share transfer from wife to husband, with the tax position checked before anything was signed
By Malcolm ZoppiProperty
Key facts
- Deal type
- Corporate restructuring
- Acting for
- The company
- Business
- Property company, High Wycombe
- Sector
- Property
- Deal value
- Nominal value
- Structure
- Transfer of shares from wife to husband, documented with a stock transfer form, board approval and register updates
- Timescale
- A matter of days once the tax position was confirmed
- Completed
- Early 2026
- Lead solicitor
- Malcolm Zoppi
At a glance
A family-owned property company in High Wycombe asked us to transfer the shares held by one spouse to the other, for nominal value, as part of putting the family's affairs in order. Small as it was, the transfer touched stamp duty, capital gains tax and the company's own constitution, so we confirmed the position with the family's accountants before documenting it. It completed in early 2026.
The client and the objective
The family wanted the shares consolidated in one spouse's name so that the ownership of the company reflected how the family intended it to be held going forward. There was no sale in the commercial sense, and no money changing hands beyond a nominal amount.
The steps
- Checking the articles for any pre-emption rights or restrictions on transfer, and dealing with any waivers needed.
- Confirming the stamp duty position with the accountants: transfers for nominal value generally fall below the threshold, but the analysis depends on what is actually given for the shares.
- Confirming the capital gains tax position, which for transfers between spouses living together is normally on a no-gain, no-loss basis.
- Stock transfer form, board resolution approving the transfer, updated register of members and PSC register, new share certificate, and the next confirmation statement.
Key legal points
The articles come first
Many private company articles give existing shareholders a right of first refusal on any transfer, or require board approval. Even for a transfer between spouses those provisions apply, and the transfer is not valid until they are complied with or waived.
Nominal value and tax
A transfer for nominal value is not automatically free of tax consequences. Stamp duty depends on the consideration given, and capital gains tax on transfers between spouses has specific rules. The right answer here was straightforward, but it was confirmed by the accountants before the forms were signed rather than assumed.
Registers and filings
A share transfer is only effective once it is entered in the company's register of members. The PSC register and Companies House also need updating where the transfer changes who has significant control.
Outcome
The shares are now held by the intended spouse, the registers and Companies House reflect the position, and the family's ownership of the company is as they wanted it.
What this deal shows
- There is no such thing as a trivial share transfer; the articles, the register and the tax position all have to be checked.
- Nominal consideration does not mean no tax analysis.
- Getting the small things right now avoids problems when the company is later sold, refinanced or passed on.
“Small transfers get overlooked, and then surface years later when the company is sold and the buyer's solicitor asks who actually owns the shares. We fixed the position properly while it was easy.”