How to transfer shares when someone has dies
The starting point in every case is to check what shares the deceased held and how they were registered.
Does a Will change anything?
As with any asset in an estate, the first step is to confirm whether there is a valid Will. It may leave specific shares to a named beneficiary, and the executors must then deal with those shares as part of administering the estate.
However, a Will is not the only document that matters. Company law and the rules of the company itself can override what the Will says, particularly for private company shares. We cover that in detail below.
Transferring publicly listed shares after death of the shareholder
Publicly listed (quoted) shares are those traded on a recognised exchange such as the London Stock Exchange or AIM. They are the more straightforward of the two types to transfer, though the process still requires several steps.
Does probate apply to listed shares?
In most cases, yes. Quoted shares held in the deceased’s own name require the executor to apply for a grant of probate, then approach the relevant share registrar (such as Equiniti, Computershare or MUFG Corporate Markets, formerly Link) with the grant, the death certificate and a stock transfer form to register the transfer to beneficiaries.
If shares are held in a nominee or broker account (for example through Hargreaves Lansdown or Fidelity), the platform’s own bereavement team handles the process once probate is produced. Most platforms will freeze the account on notification of death and release funds or transfer holdings once probate is produced.
Shares held jointly
Where shares were held in joint names with survivorship, they usually pass automatically to the surviving holder and no grant is needed for them. Joint ownership is far less common for shares than it is for bank accounts or property, so check the account documentation or ask the registrar rather than assuming.
Shares held through an investment platform
Shares inside a share dealing account or investment platform held in the deceased’s sole name are estate assets like any others. The difference is that the provider will normally freeze the entire account, including any cash and funds sitting alongside the shares, until the grant is produced. That catches executors out where they expected to reach the cash while the share transfer was being arranged.
Dividends paid after the death
Dividends do not stop when the shareholder dies. They continue to be declared, and are either held by the registrar or paid into the estate once the grant is issued. Treat them separately from the capital value of the shares: dividends arising after the date of death are estate income rather than part of the date of death valuation, and may need to be reported as such.
Certificated shares: the registrar process
For shares held as paper certificates, the process runs broadly as follows.
Write to the registrar enclosing the original death certificate or a certified copy, along with a covering letter identifying the deceased shareholder by full name and address as shown on the certificate. The registrar will then send a bereavement claim form, setting out the documents required to transfer or sell the shares. You will typically need to provide the original or certified grant of probate, a completed stock transfer form or sale instruction, and the original share certificates, which are cancelled and replaced. Processing shares for probate can take four to eight weeks, depending on the registrar and the complexity of the holding.
If the deceased held shares in several companies, you may need to deal with more than one registrar at the same time.
Transferring or selling listed shares
Once probate is granted, the executor can either sell the shares or transfer them directly to a beneficiary. Transferring shares directly to a beneficiary without selling first is called a transfer in specie (or re-registration). Beneficiaries who wish to receive shares this way will generally need to open an investment account with a broker to receive them.
The executor can either sell the shares and distribute cash, or transfer shares in specie to beneficiaries using a stock transfer form (known as a J30).
Is stamp duty payable on listed shares transferred on death?
No. Stamp duty does not apply to inheritance transfers. This applies whether the shares are being transferred to a beneficiary under a Will or on intestacy (where there is no Will).
Capital gains tax on shares sold during administration
Any gain above the probate value from selling shares during estate administration is subject to capital gains tax (CGT) within the estate. The estate has a CGT annual exempt amount of £3,000 for 2026/27. The beneficiary who receives shares rather than cash inherits them at their date-of-death value as the base cost for any future CGT calculation.
AIM shares and inheritance tax
AIM shares carry their own tax considerations. Shares in AIM-listed companies no longer qualify for 100% Business Property Relief (BPR) and instead receive 50% relief from April 2026, increasing potential inheritance tax exposure. This is a significant change from the previous position, where many AIM holdings were fully exempt from inheritance tax provided the deceased had held them for at least two years.
FAQ: Listed shares
Do I need probate to transfer shares held on a platform?
Usually yes, though each platform sets its own threshold. Most will release or transfer holdings once you produce the Grant of Probate. Contact the platform’s bereavement team early, as they will tell you exactly what they need.
What is the quarter-up rule when valuing listed shares for probate?
HMRC requires you to value listed shares using the “quarter-up” method: take the lower of the two prices quoted on the relevant day and add a quarter of the difference between the two prices. This is the figure to use for inheritance tax purposes, not simply the closing price.
Transferring private company shares after death of the shareholder
Private company shares are significantly more complex. A company is a separate legal entity. Therefore, the rules governing share ownership and transfer sit in company law and in the company’s own documents, not solely in the deceased’s Will.
Why the Will is not always the final word
Even where a Will clearly leaves private company shares to a named beneficiary, if there is a conflict between the Will and the company’s Articles or Shareholders’ Agreement, the latter takes precedence under UK law. Executors must check the company’s own documents before taking any steps.
Articles of Association
Every company has Articles of Association: the written rules governing how the company is run. They are adopted by the shareholders and usually include specific clauses dealing with share transfers following a shareholder’s death.
The Articles may be standard documents or ones tailored to the company. If they cannot be located easily, they are available via a public search at Companies House. The procedures set out in the Articles must be followed for any transfer to be legally valid.
What happens if the deceased was the sole shareholder?
One practical issue that arises frequently in small businesses is where the deceased was both a shareholder and a director. People often assume those roles transfer together. They do not. Shares are owned and transferred through estate and company law processes.
Where the deceased was the only shareholder, the executors (or administrators, where there is no Will) may be able to take on the powers of director only if the Articles make specific provision for this. Otherwise, an application to court may be needed to allow the personal representatives to be registered as shareholders.
Shareholder Agreements
In companies with more than one shareholder, there may also be a Shareholders’ Agreement. This is a private contract between shareholders, and it may set out exactly what happens when a shareholder dies.
For example, the Agreement might give surviving shareholders a first option to purchase the deceased’s shares. If they choose not to exercise that option, the shares can then pass to a beneficiary or third party. Other provisions may require a nominated shareholder, often one with a significant financial interest, to approve any transfer.
There may also be a cross-option agreement in place. A Cross Option Agreement allows surviving shareholders to purchase the deceased’s shares to prevent them from passing to third parties. Equally, it can allow the executors to compel the remaining shareholders to purchase the shares held in the estate. These agreements are binding when properly executed and take precedence over the Will.
Directors can also retain the power to approve share transfers. In the absence of their consent, a transfer cannot proceed.
Practical steps for private company share transfers
Subject to the Articles of Association, executors can either become shareholders themselves or transfer the shares to a third party where the company’s rules permit. The remaining shareholders will need to see confirmation of who is entitled to administer the estate, along with the Grant of Probate or Letters of Administration.
A stock transfer form must be completed. As noted above, no stamp duty is payable on a transfer by inheritance. A resolution from the company’s remaining directors approving the transfer is usually also required. Once that is in place, a new share certificate can be issued and the company’s register updated to reflect the change.
Business Property Relief on private company shares
Private company shares may qualify for Business Property Relief (BPR), which reduces the amount of inheritance tax payable on the shares. From 6 April 2026, the government introduced key changes to BPR. A £2.5 million cap applies to the total value of property that can receive 100% BPR. If the combined value of qualifying property is £2.5 million or less, it still receives 100% relief, meaning no inheritance tax is due. If the value exceeds £2.5 million, the excess qualifies only for 50% relief.
Without BPR, a private trading company passing between generations would face a 40% inheritance tax charge on its value above the nil-rate band, potentially forcing a sale of the very asset the family depends on. The relief therefore remains highly valuable, but the changes since April 2026 make specialist advice more important than before.
FAQ: Private company shares
What if the company has no Articles of Association dealing with death?
All UK companies are required to have Articles of Association. If the Articles are silent on death and there is no Shareholders Agreement that addresses the issue then company law will fill some gaps, but an application to court may ultimately be needed. Take specialist legal advice promptly if this situation arises.
Can executors run a private company while the estate is being administered?
Only if the Articles of Association specifically provide for this. Executors do not automatically inherit the director’s powers just because they are administering the estate. In many small companies, this is a genuine and urgent practical problem that needs legal attention as soon as possible after death.
A note on pre-death planning
Some owners consider transferring shares before death as part of succession planning. That can be appropriate in some circumstances, but it needs careful thought around control, tax, and what protections remain for the original shareholder.
For private company shareholders in particular, aligning the Will, the Articles of Association and any Shareholders’ Agreement before death is the most effective way to give effect to the intended outcome and to avoid conflict between surviving shareholders and the estate.
For business owners whose estates are likely to exceed £2.5 million in qualifying assets, specialist advice from a private client solicitor and a chartered tax adviser working together is now more important than ever.
Speak to a probate professional
Transferring shares after death involves company law, estate administration and tax, often at the same time. Whether you are dealing with listed shares or private company shares, taking legal advice will help you avoid delays and mistakes. You can request a free probate consultation with an SRA-regulated solicitor through The Probate Network.
This article is for general guidance only and does not constitute legal, tax or financial advice. Rules and thresholds can change, and every estate is different. For advice on your own circumstances, speak to a qualified probate professional.
