Ireland · Shares, company capital and dividends
Transferring shares, transmission on death and issuing share certificates
the Companies Act 2014 · sections 94 to 96 and 99
A company must give notice within two months if directors refuse to register a share transfer
A refusal to register a transfer is lawful only if it is communicated. If the directors refuse to register a transfer they must send the transferee notice of the refusal within two months after the date on which the transfer was lodged with the company (section 95(3)). Silence is not a refusal, and a company that simply does not act leaves the transferee able to press the point and leaves the register unreliable.
Certificates run on the same clock. A company must complete and have ready for delivery the certificates of all shares allotted, or of all shares transferred, within two months after the date of allotment or after the date on which the transfer is lodged (section 99(2)). A member who asks for one or more certificates for shares already held is entitled to receive them on payment of ten euro for each certificate, or such lesser sum as the directors fix (section 99(7)).
Sections 94 to 96 and 99 set the rules for transfer, transmission on death and share certificates
Sections 94 to 96 govern the instrument of transfer, the directors' power to refuse registration and the notice that must follow a refusal. Transmission on death or bankruptcy passes an entitlement rather than a registered holding, and the person entitled has to elect between being registered and transferring the shares onward. Every step alters the register of members, so the register duties in section 169 apply in parallel.
Section 99 sets the certificate duties, including the two-month preparation period, the entitlement to a certificate on payment and the treatment of a certificate that is lost or defaced. A certificate is evidence of title, so a company that issues certificates that do not match the register creates two competing accounts of who owns the company.
The system generates your ComplianceSME company passport and then walks you through the working files
Working file 11 of the IE-COMPANY agent toolkit covers this situation on its own. It asks how transfers are lodged and recorded, how the directors decide whether to register a transfer, when the last refusal was notified and on what date the transfer had been lodged, how transmission cases are handled, and how certificates are prepared, sealed, issued and replaced. The output records each answer against the section that imposes the duty.
- Working file 11 · Transfer and transmission of shares and share certificates
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The working files above open from your ComplianceSME account at no charge, and so does the rest of the Companies Act 2014 toolkit: 215 working files across the 75 situations a company registered in Ireland can be in. Working file 1 runs first and builds the company passport; after that you open each working file as its situation arises.
A working file runs in Claude. You ask the ComplianceSME connector for it in a dedicated premium seat on the Claude Team plan. It asks one question at a time, then returns the document the Companies Act 2014 names, citing the Act's section at every step. Nothing is downloaded and nothing is installed.
The report stays yours, ready for a bank, an insurer, a customer or an inspector. Your dashboard shows every working file and its state.
Open this working fileComplianceSME tracks the Companies Act 2014 and updates the toolkit on your account through the Compliance Complete account, so that you are never working from a superseded version. Compliance Complete