Power of Attorney — Share Transfer (Private Limited Company — England & Wales)

When shares in a UK private limited company are sold but the transfer has not yet been registered, the period between completion and registration creates real legal risk. This lawyer-drafted Power of Attorney provides the complete, legally compliant documentation required to protect the buyer's interest in the shares during that interim period — giving the attorney full authority to act in respect of the shares from the moment the power takes effect.

What This Template Does

On completion of a share sale, legal title to the shares remains vested in the seller until the buyer is entered on the company's register of members. In the intervening period, the seller remains the registered holder — retaining the ability, in theory, to exercise the rights attaching to those shares. A properly executed power of attorney eliminates that risk, transferring practical control of the shares to the buyer with immediate effect and securing the buyer's proprietary interest pending registration.

This power is given by way of security and is irrevocable without the attorney's consent — giving the buyer the strongest possible protection until registration is complete. This is the document UK lawyers use in live share sale transactions to bridge the gap between completion and registration. Now it is yours.

What's Inside

This template covers every element required to produce a legally compliant share transfer power of attorney:

• Appointment and Powers — A broad and comprehensive grant of authority appointing the buyer as attorney with full power to exercise all rights, powers and privileges in relation to the shares in the attorney's absolute discretion, including attending and voting at general meetings, approving and signing written resolutions, dealing with moneys, securities, benefits and notices arising from the shares, and executing all deeds, instruments and acts in the principal's name as registered holder

• Substitute Attorney — Permits the attorney to appoint one or more substitute attorneys in writing to exercise any of the powers conferred by the power of attorney, with the ability to revoke any such appointment at any time — giving the buyer operational flexibility in exercising the powers granted

• Power by Way of Security — Confirms that this power of attorney is given by way of security to secure the proprietary interest of the attorney as buyer of the shares and is irrevocable without the attorney's consent while that interest remains undischarged — providing the buyer with the strongest possible protection against revocation during the interim period

• Expiry — Confirms that the power of attorney expires automatically on the date the attorney or its nominee is entered on the company's register of members as the holder of the shares — providing a clean and certain end point once registration is complete

• Principal's Undertakings — A comprehensive suite of undertakings by the seller, including not to exercise any rights attaching to the shares without the attorney's prior written consent, to hold all dividends and distributions on trust for the attorney, to act promptly on the attorney's instructions, and to ratify and confirm everything the attorney does in good faith in exercise of the powers granted

• Execution as a Deed — This power of attorney is executed as a deed with full witness signature requirements, giving it the legal force required to constitute an irrevocable power of attorney under English law

• Governing Law & Jurisdiction — Drafted under English law with exclusive jurisdiction of the courts of England and Wales

Who Needs This

This document is essential for:

• Buyers acquiring shares in a UK private limited company who need to protect their proprietary interest in the shares during the period between completion and registration on the company's register of members

• Sellers transferring shares in a UK private limited company who are required to grant a power of attorney to the buyer at completion as part of the share sale transaction

• Solicitors and legal professionals managing share sale transactions who need a properly drafted irrevocable power of attorney to sit alongside the stock transfer form and share purchase agreement at completion

• SMEs and owner-managed businesses completing a share sale outside of a formally documented transaction who need a professionally drafted power of attorney to protect the buyer's position pending registration

• Any party to a share transfer transaction where there is likely to be a delay between completion and registration and the buyer's interest in the shares needs to be formally protected in the interim

Why This Document Matters

Without a properly executed power of attorney, the buyer in a share sale transaction has no formal control over the shares until registration is complete. In that window, the seller remains the registered holder and retains the ability to exercise voting rights, receive distributions and deal with the shares. A defective or absent power of attorney can expose the buyer to significant risk — particularly where registration is delayed. This document eliminates that risk from the moment of completion.

Why Buy From Us

This power of attorney has been used in real share sale transactions by qualified UK lawyers. Every provision — from the broad grant of authority and irrevocability provisions to the principal's undertakings and deed execution requirements — reflects how this document is drafted and used in live UK corporate transactions. You receive a fully editable Word document, ready to be tailored to your transaction, your shares and your parties.

The document your lawyer would charge hundreds to draft. Yours today, for a fraction of the cost.