Companies Act 2006, section 770

Registration of transfer

Part 21 Certification and transfer of securities

(1)A company may not register a transfer of shares in or debentures of the company unless—

(a)a proper instrument of transfer has been delivered to it, or

(b)the transfer—

(i)is an exempt transfer within the Stock Transfer Act 1982 (c. 41), or

(ii)is in accordance with regulations under Chapter 2 of this Part.

(2)Subsection (1) does not affect any power of the company to register as shareholder or debenture holder a person to whom the right to any shares in or debentures of the company has been transmitted by operation of law.

F1005(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Read section 770 in the full Act → Definitions (4) Cases (14)

Definitions used in section 770

company

“company” means a company formed and registered under this Act, that is—

(a)

a company so formed and registered after the commencement of this Part, or

(b)

a company that immediately before the commencement of this Part—

(i)

was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)

was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

Defined in s.1(1) · see it in the full Act

(4) In this section and that Schedule “company” includes any body corporate.

Defined in s.1159(4) · see it in the full Act
the register

(2) The records relating to companies are referred to collectively in the Companies Acts as “the register”.

Defined in s.1080(2) · see it in the full Act
share

(1) In the Companies Acts “share”, in relation to a company, means share in the company's share capital.

Defined in s.540(1) · see it in the full Act
debenture

In the Companies Acts“debenture” includes debenture stock, bonds and any other securities of a company, whether or not constituting a charge on the assets of the company.

Defined in s.738 · see it in the full Act

Cases considering section 770 (14)

John Palmer & Anor v P1 Pit Stop Limited & Ors

[2026] EWHC 1924 (Ch) · 31 July 2026

The court applied the requirement for a proper instrument of transfer and concluded that legal title to the ten shares had not passed to Mr Forland. (see paras [70], [72]-[79])

Shaheen Shan v The Registrar of Companies & Ors

[2026] EWHC 1058 (Ch) · 6 May 2026Interprets

Interprets the share-transfer requirement as requiring delivery of a proper instrument of transfer to the company, normally with the share certificate, before registration. (see para [19])

Jonathan Frank Bown v Clive Shipley & Anor

[2026] EWHC 918 (Ch) · 20 April 2026

Applies the requirement that a company must not register a share transfer unless a proper instrument of transfer has been delivered to it. This requirement informed the assessment of the petitioner’s possible standing. (see para [30])

What each judgment says about section 770 is in the case-law panel in the full Act.

Amendments and notes

2 notes from legislation.gov.uk

Amendments

  1. F1005S. 770(3) omitted (26.10.2023 for specified purposes, 26.1.2026 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 1 para. 15; S.I. 2026/57, reg. 2

Modifications

  1. C1161S. 770 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 25