This guide is maintained as a current resource for September 2026 and covers only the laws of England and Wales. Information is for general guidance, not legal advice. Consult a qualified solicitor for advice specific to your situation.
Learn how to include shares in a will in England and Wales. This comprehensive guide explains how shareholdings are treated on death, how to draft effective provisions, the probate and transfer process, tax considerations and practical steps for executors and beneficiaries.
Shares represent ownership in companies and may form a significant part of an individual's estate. Ensuring they are properly included in a will can help ensure your intentions are carried out and reduce uncertainty for your personal representatives (executors) and beneficiaries. This guide explains how shares are treated under UK law, what practical steps you might take when preparing a will, and how the administration process works once someone dies.
1. What Are Shares and Why They Matter in a Will
Shares are financial assets representing part‑ownership in a company. They may be:
- Listed shares - traded on recognised stock exchanges;
- Unlisted shares - such as those in private companies;
- Shares held within ISAs or investment accounts.
Shares owned at death usually form part of the estate, which is the collection of assets and liabilities that belong to a person when they die. The estate is distributed under the terms of a will or, in the absence of a valid will, under the intestacy rules of England and Wales.
Including shares clearly in your will helps executors know how you intend those assets to be dealt with, whether they are to be transferred directly to beneficiaries or sold and the proceeds distributed.
2. Shares as Part of the Estate
a. Solely Held Shares
If shares are held solely in your name at the date of death, they are part of your estate and typically fall to be distributed according to your will. Before shares can be transferred or sold, executors usually need a Grant of Probate (a legal document confirming their authority).
b. Jointly Held Shares
Shares held jointly with another person may pass automatically to the surviving joint owner by right of survivorship regardless of what your will says. This is similar to joint bank accounts and can mean your will has no effect on those shares. Therefore, it is important to check how shareholdings are held before assuming they will pass under your will.
3. Listing Shares in a Will: Practical Approaches
a. Use a Residuary Clause
Instead of listing each individual shareholding by company name and number of shares in the will (which can quickly become out of date), most wills include a residuary clause. This clause states how all remaining assets should be distributed after specific gifts are made and typically covers shares as part of the “residue” of the estate.
A residuary clause might read broadly, directing executors to give “all remaining assets, including investments and shareholdings” to named beneficiaries.
b. Specific Gifts
If you want a particular shareholding to go to a specific person, you can make a specific gift in your will. For example:
“I give all my shares in [Company Name] held at the date of my death to [Beneficiary].”
This wording should be clear and unambiguous. Keep in mind that shareholdings may change over time, so specific gifts may require reviewing and updating your will if your portfolio changes significantly.
c. Shares in ISAs and Nominee Accounts
Shares held within tax wrappers such as ISAs or held in nominee accounts with a broker are still considered part of your estate and can be included through the residuary clause or specific gifts. For probate and tax purposes, these may need to be valued and reported separately.
4. Probate, Valuation and Tax Considerations
a. Probate and Registration
Executors normally need to obtain a Grant of Probate before they can transfer shares. This grant must be sent, along with stock transfer forms and share certificates or electronic records, to the company's registrar or broker. The share register is updated and new certificates are issued in the names of the beneficiaries.
b. Valuation for Inheritance Tax
For the purposes of Inheritance Tax (IHT), shares must be valued at the date of death. HM Revenue & Customs provides guidance on valuing listed and unlisted shares and related investments. This valuation feeds into the estate's IHT return and may involve completing forms such as IHT411 for listed stocks and shares.
c. Capital Gains Tax on Shares
If executors sell shares on behalf of the estate, they may face Capital Gains Tax on the sale of shares that have risen in value since death or since valuation for IHT. However, if shares are transferred directly to beneficiaries without being sold by the estate, CGT is not charged at that point. Later sales by beneficiaries may attract CGT based on the probate value uplift.
5. Practical Steps for Including Shares in a Will
To ensure shares are properly included in your estate planning:
- Prepare an up‑to‑date inventory of shareholdings, including company names, number of shares and any account details. This helps executors identify assets quickly.
- Decide whether to use a residuary clause, specific gifts or both. A residuary clause covers most assets while specific gifts can target particular holdings.
- Review joint ownership arrangements to understand how shares will pass on death.
- Keep your will under review if you change your investments frequently.
- Consider tax implications and the potential need for valuations for IHT purposes.
6. Common Questions About Shares in a Will
Do joint shares need to be included in the will?
Shares held as joint tenants typically pass by survivorship and do not form part of the estate for the purposes of a will. Shares held as tenants in common can be included.
Must I include share certificates in my will?
Share certificates or electronic holding details are not written into the will itself, but executors need to locate these documents when administering the estate. It is helpful to provide information to executors separately.
What if I forget to include a shareholding?
Assets left out of a will usually fall into the residuary clause. If there is no valid will, shares will pass according to intestacy rules.
7. Summary
- Shares held in an individual's sole name at death form part of the estate and can be included through a residuary clause or specific gifts in the will.
- Jointly held shares may pass outside the will by right of survivorship if held as joint tenants.
- Executors generally need a Grant of Probate to transfer or sell shareholdings.
- Shares must be valued for Inheritance Tax purposes, and capital gains tax may apply on sales during estate administration.
- An up‑to‑date inventory of shareholdings and clear wording in the will help ensure your intentions are followed.
