股份转移（Transmission of Shares）条款，又称股份传转条款（香港法律下的表述），是公司章程中常见的条款。与一般的转让不同，它指的是由于某些法律效果，股份自动转移给第三人，一般包括股份持有人身故或破产的情形。以下为部分公司章程中的双语示例，供参考：

 

示例一：

 

TRANSMISSION OF SHARES股份转移

 

44. The legal personal representative of a deceased sole holder of a share shall be the only person recognised by the Company as having any title to the share. In the case of a share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only person recognised by the Company as having any title to the share.

某位股东死亡时，死者的法定个人代表（若该股东为唯一持有人）或继承人（若该股东为联名持有人之一）将被公司认可为唯一对死者在该等股份中的权益拥有任何所有权的人。

 

45. Any person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall upon such evidence being produced as may from time to time be properly required by the Directors, have the right either to be registered as a Member in respect of the share or, instead of being registered himself, to make such transfer of the share as the deceased or bankrupt person could have made. If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.

因某位股东死亡或破产而变得对任何股份拥有所有权的任何人有权在出具董事不时要求提供的证据以及在遵守下文规定的情况下，选择将其本人登记为该股份的持有人，或者依照该死者或破产人的意愿将该股份转让给其指定的其他人。因此拥有所有权的人选择将其本人登记为持有人的，应向公司送达或发出由其本人签字、表明该等选择的书面通知。

 

46. A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety (90) calendar days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.

因任何股份的持有人死亡或破产而变得对该股份拥有所有权的人应与该股份的登记持有人一样，有权获得股息和其他利益，但是在被登记为该股份的股东之前，无权行使凭借股东资格享有的与公司会议有关的任何权利；但是，董事可以在任何时候发出通知，要求此人选择将本人登记为股东或转让该股份，该通知的要求在九十(90)天未被遵照执行的，董事可以扣留所支付的与该股份有关的所有股息、分红或其他款项，直至该通知的要求被遵照执行。

 

 

示例二：

 

Transmission of Shares股份转移

 

10.1In the case of the death of a member, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share solely or jointly held by him.

若股东身故，则另外的联名股东（如死者为联名持有人）和死者的遗产代理人（如死者为单独持有人）为本公司认可的享有股份权益的唯一人士，但本细则并非解除已故股东（无论单独或联名股东）的遗产就其单独或联名持有的任何股份的责任。

 

10.2Any person becoming entitled to a share in consequence of the death or bankruptcy or winding-up of a member may, upon such evidence as to his title being produced as may from time to time be required by the Board and subject as hereinafter provided, either be registered himself as holder of the share or elect to have some other person nominated by him registered as the transferee thereof.

因股东身故或破产或清盘而可拥有股份的任何人士，在提供董事会可能不时要求的所有权证据并在符合本细则下文规定的情况下可登记为股份持有人或选择提名他人登记为股份承让人。

 

10.3Unless otherwise required by applicable laws and regulations and the Listing Rules, if the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have his nominee registered he shall testify his election by executing in favour of his nominee a transfer of such share. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy or winding-up of the member had not occurred and the notice or transfer were a transfer executed by such member.

除适用的法律法规和上市规则另有要求的以外，若因此拥有股份的人士选择将其自身登记为持有人，则须向本公司交付或寄送经其签署的、表明其此等选择的书面通知。若选择提名他人登记为持有人，则须签署一份以获提名人士为受益人的股份转让文据作为凭证。本细则中有关转让权与股份转让登记的所有限制、约束及条款均适用于上述任何通知或转让文据，犹如该股东并未身故或破产或清盘而该通知或转让乃由该股东作出。

 

10.4A person becoming entitled to a share by reason of the death or bankruptcy or winding-up of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share. However, the Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of Article 17.5 being met, such a person may vote at meetings.

因持有人身故或破产或清盘而可拥有股份的人士犹如已登记为股份持有人而可获得应有的股息和其他利益。然而，董事会可在认为适当时保留有关股份的任何应付股息或其他利益，直至该人士成为股份的登记持有人或已有效转让该股份，但若符合细则第17.5条的规定，该人士可在大会上投票。

 

 

示例三：

 

TRANSMISSION OF SHARES股份传转

 

24.If a Member dies, the survivor or survivors where such Member was a joint holder, and his or her legal personal representatives where such Member was a sole holder, shall be the only Persons recognised by the Company as having any title to such Member’s interest. The estate of a deceased Member is not thereby released from any liability in respect of any Share that had been jointly held by such Member.

如有成员身故，（如属联名持有人）尚存成员或（如属单一持有人）其法定代理人应为公司承认的拥有该身故成员之权益的唯一人士。已故成员的遗产就该成员曾联名所持股份的任何责任不能因此予以免除。

 

25. Any Person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may from time to time be required by the Directors, elect either to become the holder of the Share or to have some Person nominated by him or her as the transferee. If he or she elects to become the holder, he or she shall give written notice to the Company to that effect but the Directors shall, in any case, have the same right to decline or suspend registration as they would have had in the case of a transfer by that Member before his death or bankruptcy, as the case may be.

因成员身故、破产、清算或解散（或通过除转让以外的其他方式）而获得股份的任何人士，在提交董事会不时要求的证据后，可选择成为该股份的持有人或由其提名另一人士作为受让人。若选择成为该股份的持有人，则应书面通知公司，但在任何情况下，董事会均有权拒绝或暂缓登记，如同对待该成员在身故或破产（视情况而定）之前进行股份转让时那样。

 

26. If the Person so becoming entitled shall elect to be registered as the holder, such Person shall deliver or send to the Company a notice in writing signed by such Person stating that he or she so elects.

据此获得股份的人士选择登记为持有人的，应向公司交付或发送经此人签署并说明其选择的书面通知。

 

来源：译问