How Share Transfers Work in an Irish Company

Quick answer

To transfer shares in an Irish private company, the seller normally signs a stock transfer form and the directors consider or approve the transfer where the constitution requires it. Stamp duty, generally 1%, is dealt with before the buyer is entered in the register of members.

2 min read · Prepared by the MyCoSec.ie team and reviewed by a qualified accountant (FCCA or ACCA)

The steps

  1. Check the constitution. Most private companies restrict share transfers, for example by giving the directors a right to refuse or by giving existing members first refusal.
  2. Sign a stock transfer form. The seller signs a form showing the shares, the buyer and the price.
  3. Pay stamp duty. Stamp duty on shares in an Irish company is generally 1% of the price or, if higher, the market value, including for gifts. A higher rate can apply where the shares get their value from Irish land and buildings, and some exemptions and reliefs exist. The duty is normally paid by the buyer, returned and paid to Revenue through ROS. Our fee doesn't include the stamp duty itself.
  4. Directors consider the transfer. Where the constitution requires it, the directors approve the transfer at a meeting or by written resolution.
  5. Register it. Once the transfer is properly approved and stamped, the buyer is entered in the register of members, the seller's share certificate is cancelled and a new certificate is issued.
Share transfer: €149.99 + VAT

We prepare the transfer form, the board approval, the new share certificate and the register updates.

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A worked example

Seán owns 60 of the 100 shares in a company and sells 20 to his business partner Aoife for €10,000, which is the market value. Aoife pays €100 stamp duty (1%) through ROS. As the constitution requires, the directors approve the transfer, Aoife is entered in the register of members with 20 shares, and new certificates are issued to both. Aoife now holds 20%, so on these facts her shareholding alone doesn't make her a beneficial owner (control in another way, such as a right to appoint directors, could), but Seán's holding drops from 60% to 40% and his entry on the beneficial ownership register is updated.

What our €149.99 service covers

We check the constitution, prepare the stock transfer form, the directors' approval and new share certificates, and update the register of members. If the beneficial owners change, we can update the RBO as a separate job. Stamp duty and tax advice aren't included.

Does the CRO need to know?

There's no separate CRO form for an ordinary share transfer. The change in members shows on the company's next annual return. If the transfer changes who owns or controls more than 25% of the company, update the company's own beneficial ownership register and notify the RBO within 14 days.

Tax to watch

The seller may have Capital Gains Tax to pay, and a gift may have Capital Acquisitions Tax implications for the person receiving it. Take tax advice before the transfer, particularly between family members.

Sources

Last checked 14 November 2026 against the Companies Act 2014 and Companies Registration Office (CRO) guidance. This is general information, not legal or tax advice for your company.