Share transfer

This schedule sets out the scope of services we will provide.

The purpose of this schedule is to clearly define what is and is not included in the scope of our work.

This schedule should be read in conjunction with our engagement letter and our standard terms of business.

As part of our agreed services, we will:

• Prepare the stock transfer form(s) required to effect the transfer of shares
• Prepare board minutes approving the share transfer where required
• Update the company's register of members to reflect the new shareholding
• Update the company's register of transfers
• File the necessary updates at Companies House via confirmation statement or otherwise, where required
• Provide updated statutory register extracts and copies of all documentation prepared for your records

Please note: this list is not exhaustive. Any work not specifically listed under "Included work" is deemed outside the scope of this engagement unless we have expressly agreed otherwise in writing.

Where additional work is required, we will advise you of the scope, our proposed fee, and obtain your agreement before proceeding.

The following work is outside the scope of this service unless separately agreed in writing:

• Tax advice relating to the share transfer, including Capital Gains Tax, Inheritance Tax, or Stamp Duty considerations
• Valuation of shares for tax or commercial purposes
• Legal advice on the terms of the transfer or any associated agreements (e.g. share purchase agreements, shareholders' agreements)
• Advice on the commercial or financial implications of the transfer for the company or its shareholders
• Preparation or submission of Stamp Duty returns or payment of Stamp Duty to HMRC
• Resolving any disputes between shareholders relating to the transfer
• Advice on employment-related securities or share scheme implications (e.g. EMI, CSOP)

Please note: this list is not exhaustive. Any work not specifically listed under "Included work" is deemed outside the scope of this engagement unless we have expressly agreed otherwise in writing.

Where additional work is required, we will advise you of the scope, our proposed fee, and obtain your agreement before proceeding.

You agree to:

• Provide us with accurate and complete details of the transfer, including the names of the transferor and transferee, the number and class of shares being transferred, and the agreed consideration
• Ensure all relevant parties are in agreement with the terms of the transfer before we proceed
• Review and sign all documentation prepared by us in a timely manner
• Inform us of any restrictions on transfer set out in the company's articles of association or any shareholders' agreement that may affect the transfer
• Notify us of any changes to the details of the transfer prior to completion

We agree to:

• Prepare all documentation required to effect the share transfer with reasonable care and skill
• Ensure the company's statutory registers are updated accurately to reflect the transfer
• File any required updates at Companies House promptly once all documentation has been signed and returned
• Provide you with copies of all completed documentation for your records
• Maintain confidentiality and handle your information in compliance with data protection laws