Share Transfers - Surrendering Share Certificates

I'm selling up my ltd company at the moment. I'll be emigrating off to Oz on Sunday. It's late in the day, I know! Myself & MrsF are the Directors of the company. Can the two of us call into the Companies Registration Office on Parnell St to execute the share transfer? We then have to "surrender the relevant share certificate". My friends a solicitor but is on holiday this week. If possible I'd like to be able to carry this out myself. Any advice on how this is done. The Share Capital is worth 1000 Euro. 1000's Euro's worth is Authorised. 100 Euro's worth of shares have been issued. I've got 99 of them & Mrs F has 1. There's a few people I could probably call, but if anyone's got info here, I'd appreciate it.

You are selling your shares to someone I think? So all you need is to fill up a share transfer form and give this plus the original share certificates ( if there are any) to the transferee. You don't need to go to CRO office!

And what then is happening re the officers of the company?

Hi Vanilla.
Yep, I'm selling my shares. Is there a standard share transfer form I can get off the web? My main reason I think I may need to go the Companies Office is because I've lost 95% of my original documentation (including any share certificates). I've purchased copies of my original memorandum, articles & such stuff directly from the CRO website when I last needed them. This type of documentation is required as part of the sale. I didn't think I'd need originals in this instance. Am I right on this? I don't remember ever having a Share Certificate. Where are they issued if I need new ones? As far as the officers go - Myself & MrsF are directors, I'm the secretary. I'm presuming we just write out a note, tendering our resignation. I know the buyer wants to retain our Auditor so he won't have to resign (I guess). Any info here, that would be great. Cheers.

Vanilla said:

You are selling your shares to someone I think? So all you need is to fill up a share transfer form and give this plus the original share certificates ( if there are any) to the transferee. You don't need to go to CRO office!

And what then is happening re the officers of the company?

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The incoming directors into the company will need to fill in a B2 for the new registered office and a B10 appointing the new Directors/Secretary to the Company.

The outgoing Directors and Secretary should tender their resignation in writing also, which should be given as part of the pack to the purchaser. The B2 and B10 are what needs to be lodged with CRO.

As regards share transfers, these are not dealt with at CRO and there is no point going there. The purchaser should make you fill out an indemnity form for lost share certificates. Given the time frame, and the value involved they may not do this. If you purchased your company from a formation agent, you may not have been issued with share certificates, as sometimes they do not come as part of the package.

If not, write up new ones. The share transfer forms, along with an SD4 form and a draft made payable for the stamp duty (1%) should be sent to the stamping branch in Dublin Castle.

Thanks for that. To speed things up I'll just go into Dublin Castle myself this morning. In the past I've gone into the Companies Office to find out that I need second signatures and all that kind of thing. It's meant a 2nd visit. Any idea what I'll need with me to clear this all up in one go?