Transfer of Shares

Creating a New Transaction

Use the New Transaction function to record share transfers between stakeholders. This process ensures the correct certificates are cancelled, new ones are issued, and the company registers are updated automatically.

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Steps to Create a Transaction

1. Start a New Transaction

   • Click New and select Transaction.

2. Select the Transferor

   • Choose the stakeholder who is transferring the shares.

3. Choose Securities

   • In the Securities section, select the share certificate(s) being transferred.
   • Multiple certificates can be selected if needed.

4. Add Recipients

   • In the Recipients section, click Add Entry.
   • Select the recipient and specify the number of shares they will receive.
   • Add multiple recipients if the transfer is split among several people.

5. Set the Transaction Date

   • Choose the date of the transfer.
   • If entering a past date, ensure no later capital actions or transactions exist after this date.

6. Specify the Reason for Transfer

   • Select the appropriate reason from the available options (e.g., sale, gift, reorganisation).

7. Enter Purchase Price per Unit

   • Input the value per share used in the transaction.
   • This is typically the agreed price paid by the recipient for each share.

   What is Purchase Price per Unit?
   The purchase price per unit is the actual value paid by the buyer for each share being transferred.
   This may differ from the share’s nominal value (the face value stated in the company’s memorandum).
   Recording this price ensures accurate transaction records for both accounting and compliance purposes,
   especially when preparing reports or justifying valuations during audits or corporate events.

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Automatic Updates by Fidura

• Cancels the old share certificates of the transferor.
• Issues new certificates reflecting the updated shareholdings.
• Updates all relevant company registers automatically (e.g., Register of Members, Register of Transfers).

Reverting Transfers

If you need to undo a share transfer that was created in error, you can revert it. Reverting a transfer restores the original certificates to the transferor and removes the certificates created for recipients.

When to Revert a Transfer

Revert a transfer when:

• The transfer was created with incorrect information (wrong transferor, wrong recipients, wrong number of shares)
• The transfer was created by mistake
• You need to correct the ownership records and start over

How to Revert a Transfer

1. Navigate to the Transaction

   • Go to the company's Transactions page
   • Find the transfer transaction you want to revert
   • Click on the transaction to open its details

2. Open the Revert Dialog

   • In the transaction details page, click the Revert Transaction button
   • A confirmation dialog will appear showing:
     • Which securities (certificates) will be deleted
     • Which securities will have their transfer reverted

3. Review the Impact

   • The dialog lists all certificates that will be affected
   • Certificates created for recipients will be deleted
   • Original certificates will be restored to the transferor

4. Confirm the Reversion

   • Review the warning message carefully
   • The dialog confirms that reverting will undo the entire transfer and cannot be undone
   • Click Revert Transaction to confirm

5. Verify the Reversion

   • After reverting, you'll be redirected to the transactions page
   • Recipient certificates will be removed from the system
   • Original certificates will be restored to the transferor
   • The cap table will update to reflect the reversion

What Happens When You Revert

When you revert a transfer:

• Recipient Certificates Deleted: All certificates created for recipients during the transfer are permanently removed
• Original Certificates Restored: The original certificates are restored to the transferor with their full quantity
• Ownership Reversed: Shareholdings return to their pre-transfer state
• Registers Updated: The register of members and register of transfers are automatically updated
• Cap Table Updated: The cap table reflects the reversion of ownership

Important Considerations

• Transfer Groups: Transfers can involve multiple certificates and multiple recipients. Reverting a transfer reverts the entire transfer group, not individual parts
• Subsequent Transactions: If shares from this transfer have been further transferred, you must revert those subsequent transfers first
• Capital Actions: If any capital actions depend on this transfer, you may need to address those first
• Audit Trail: The reversion is recorded in the audit trail, but the original transaction is removed from active records
• Documents: Any documents associated with the transaction will remain, but the transaction itself will be reverted

Alternative: Correcting Instead of Reverting

If you only need to correct minor details (like dates or transfer reasons), consider editing the transaction details instead of reverting the entire transfer. Reverting should only be used when you need to completely undo the transfer and restore the original ownership structure.