Must shares be offered to other shareholders?

Must shares be offered to other shareholders?

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A shareholder in a company with Articles under CA1985 and 1989 wants to transfer his shares to another shareholder. The Articles don't seem to say much, just that the Board may decline to register a transfer and that Reg 24 (whatever that is) shall not apply.

Does the shareholder have to offer the shares to all existing shareholders or can he pick who he wants to transfer the shares to?

The Articles don’t appear to have been modified since incorporation.

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Euan's picture
By Euan MacLennan
13th Mar 2014 10:34

No

Presumably, the company adopted the Articles set out in Table A as a basis.

The regulations on Transfer of Shares are numbers 23 to 28.  Your company appears to have replaced Reg.24 with its own, perhaps more concise, version.  There is nothing in Table A Regs.23 and 25 to 28 which requires a shareholder to offer his shares to the other shareholders first, although many companies did choose to include such a clause as a modification of the basic Table A regulations.  However, if your Articles are silent on this point, there is no such obligation.

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