Share Transfers vs Transmissions: Recording Changes in Ownership Correctly

When shares change hands, the register of members must change with them. But how they change hands matters.

Transfer

A transfer is a voluntary disposal — a sale or a gift — from one member to another person, normally evidenced by a signed instrument of transfer and approved in line with the company's constitution.

Transmission

A transmission happens by operation of law: when a member dies, the shares pass to the executor of the estate; on insolvency, to the trustee. No sale takes place, but the register must still be updated on production of the right evidence.

Compliance note
Companies must register transfers and transmissions in the register of members and update share certificates in line with the Companies and Other Business Entities Act [Chapter 24:31] and the company's constitution.
Source: Companies and Other Business Entities Act [Chapter 24:31]. Check your constitution for pre-emption and approval rules.

Certificates are evidence, not ownership

A share certificate proves a holding; the register determines it. When certificates are split, consolidated or replaced, you need to know which certificate replaced which — or a lost certificate becomes a dispute.

How YoBridge records it

• Transfers and transmissions are distinct events on the share ledger.
• The register of members, directors' shareholdings and beneficial ownership update automatically.
• Certificate splits, consolidations and replacements keep their lineage.
• The register can be rebuilt as at any date — useful for estates and disputes.

See the YoBridge share register.

General guidance only, not legal advice.