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Post-completion of a share sale: How to dot the Is and cross the Ts

You are celebrating a successful purchase, but don’t forget to pause and remember that it is not officially ‘official’ yet. The legal work required post-completion will vary according to the transaction, but while the majority of tasks can be ticked off within a few days of completion, others may be required on a different timeline. In this piece, we consider the main actions required post-completion in a standard private M&A transaction, which will usually be carried out by the buyer’s lawyers or accountants.
Shortly after completion
  • Stamp duty: In most circumstances, transfer in ownership of the shares of the target company is not recognised until the relevant stock transfer forms (STFs) have been stamped by HMRC. In order for that to happen, the STFs executed by the seller(s) in favour of the buyer must be submitted to HMRC, and the relevant stamp duty on each STF (at 0.5% of the chargeable consideration) paid by the buyer to HMRC. Guidance on the payment of stamp duty can be found here.
  • Filings at Companies House: Depending on the transaction taking place, there may be multiple filings that need to be made at Companies House in respect of the target company (e.g. notices of directors’, secretaries’, and auditors’ appointments and resignations, as well as changes to the Persons of Significant Control (PSC) register). Customarily, the time limit for filing is within 14 days of the change.
  • Writing up statutory books: The books of the target company will need to be updated to reflect changes to the directors, directors’ residential addresses, secretaries, and PSCs. Note that the register of members should not normally be updated until the STFs have been stamped by HMRC.
  • Transaction bundle: The buyer’s solicitors will normally prepare a bundle (also known as a ‘bible’ or ‘compendium’) of all the signed and dated transaction documents for circulation to the transaction parties for future reference.
  • Security: The seller(s) should comply with any post-completion obligations to release the target company from any security it may be bound to with a lender.
  • Post-completion adjustment of the purchase price: Calculating and paying any adjustments to the purchase price (e.g. where there are completion statements).
(Usually) within a few months of completion
  • Writing up register of members: Once the STFs have been stamped by HMRC, update the register of members.
  • Issue new share certificates: Once the buyer’s name has been written into the register of members, new share certificates will be issued in favour of the buyer with unique numbers.
  • Cancel old share certificates: It is good practice to cancel the old share certificates and set out the date of that cancellation by way of audit trail.
(Usually) within a year of completion
  • Deferred consideration: Calculating and paying deferred consideration (e.g. earn-outs), where there is an agreed mechanism for this in the share purchase agreement.
  • Claims: Dealing with any indemnity or warranty claims during the relevant claim period, which may involve claims and disputes concerning third parties.

Our buyer clients are often keen to get their names written up in the register of members, get share certificates issued and crack on with running the business. It is however important to ensure that all post-completion formalities are complied with to ensure the client is the ‘official’ owner of the business and that the target and any subsidiaries are fully compliant with company law from the off.

Contact our Corporate & Commercial team today if you would like advice on share sales (including post-completion matters), we would be delighted to assist you.


Greenwoods Legal LLP is a Limited Liability Partnership, registered in England, registered number OC306912. Our registered office is Queens House, 55-56 Lincoln’s Inn Fields, London, WC2A 3LJ. A list of the members’ names is available for inspection at our offices in Peterborough, Cambridge and London. Authorised and regulated by the Solicitors Regulation Authority, SRA number 401162. Details of the Solicitors’ Codes of Conduct can be found at All instructions accepted by Greenwoods Legal LLP are subject to our current Terms of Business. VAT Reg No: 161 9287 89.

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