Redistribution of shares comes in different forms
Transfer of shares
A share indicates the pecuniary interest of the shareholders and their rights and liabilities. Shares in a Company are freely transferable. For the purpose of transfer of shares, a prescribed Form must be completed.
If an instrument of transfer of fully paid shares in a Company is in the prescribed Form, executed by both the transferor and the transferee, or by persons duly authorized on behalf of the transferor or the transferee, the Registrar of Companies shall accept and register the transfer.
Companies Form 18 must be signed by both the transferor and transferee. The Form must indicate details of beneficial owners of the shares and be submitted to the Registrar in duplicate.
What will I need to submit?
- The transferor must have shares in a company.
- Property Transfer Tax Certificate from Zambia Revenue Authority
- Certified copies of NRC or passport for affected shareholders
How much will it cost me?
- Registration Fee – K900.00
What forms will be required?
How can I transmit shares?
A Notice of Transmission of Share (Companies Form 19) is filed to the Registrar, where the registered holder of a share(s) dies or becomes bankrupt.
In the case of the death of a shareholder of a company the—
(a) survivor or survivors where the deceased was a joint holder; and
(b) Personal representative of the deceased where the deceased was a sole holder or last survivor of joint holders;
Shall be the only persons recognized by the company as having title to the deceased’s interest in the shares.
A representative on whom the ownership of a share devolves, by reason of the person being the personal representative, receiver or assignee in bankruptcy of the holder or by operation of law may, on such evidence being produced as the board of directors may reasonably require—
(a) be registered as the holder of the share, or
(b) transfer the share to another person without first being registered as the holder of the share.
What forms will be required?
Companies Form 19 – Notice of transmission of shares
How much will this cost me?
This process will cost the applicant K200.00
Does this process require any additional documents?
- Death certificate;
- Letter of appointment as administrator of the estates of the deceased or court order as the case may be; and
- Certified copies of the NRC for Zambian or passport for non-Zambian for registered holder of a share(s) and the personal representative
Forfeiture of Shares
A company may forfeit shares from a shareholder who fails to pay a call or an installment of a call on shares. In this case, the applicant will need to submit
A statement in writing by a director or Secretary confirming that a share or shares in a Company has or have been duly forfeited and that regulations set out in the articles of association have been complied with.
- A certified copy of the NRC or passport for the affected shareholder
- Property Transfer Tax Clearance Certificate from ZRA
- Certified copies of NRC or passport for affected shareholders
- Board Resolution
How much will this cost me?
- Filing Fee – K1, 000.00
What forms will be required
Companies Form 12 – Notice of forfeiture or Surrender of Shares
Allotment of Shares
A company with unissued shares may allot the shares to any person who qualifies to be a shareholder.
A return of allotment indicates the number of shares, the nominal amount of the shares comprised in the allotment, and details of each allottee and beneficial owners (if any). Before doing this a company must
- The company must have unissued shares
- Special Resolution is required
How much will this cost me?
- Registration Fee – K200.00