change of shareholders

One of the Shareholders can transfer all his shares to the other Shareholder at a nominal consideration e.g. $1. Just fill in a "Bought & Sold Note" and an "Instrument of Transfer", have both parties sign the documents, and register the transfer with Company Registry.

If the company is going to change from 2 shareholders to 1 shareholder, you have to check the Articles of Association of the company to see whether this is allowable. If not, you have to amend the Clause of the Articles by convening an Extraordinary General Meeting of Members to pass an resolution to approve it. This Resolution have to be filed with the Companies Registry theresfter.

If everything is now in order, you have to prepare a Bought Note and Sold Note and an Instrument of Transfer to make such a transfer of shares from an Transferor to an Tranferee. These documents, after signing, must be submitted to Inalnd Revenue Department for stamping. For assessment of Stamp Duty, the IRD may request you to submit to them your latest financial statements for assessment of stamp duty purporses. After stamping, the documents are then executed and with legal-binding effect.

Lastly, this transfer together with the old share certificate must be submitted to the company for Borad's approval for the transfer. If approved, a new share certificate in name of the new shareholder will then be issued and stamped with the common seal of the company.

2007-05-26 16:39:08 補充：
The name of the new shareholder is then entered in the Register of Members. It is not necessary to notify the Companies Registry for such change immediately but to be reflected in your coming Annual Return to be filed with the Comapnies Registry later.

2007-06-03 11:10:11 補充：
It is a misleading and sometimes be regarded be a wrong answer. Some legally not workable. The critical issue is from two to one shareholder. See my answer.