A company restructures and its controlling shareholding moves to a new entity. A founder takes on a new shareholder, or an outside investor buys a controlling stake. Control of a family company passes from one sibling to another, even as the same people keep running the business day to day.
For a business that holds a sponsor licence, none of these is simply a corporate transaction. Each can trigger an immigration reporting deadline and, in some cases, a requirement for a fresh sponsor licence. The corporate completion and the sponsor-compliance position are two separate workstreams, and the second is the one that gets missed.
What the guidance actually says
The relevant guidance is Part 3: Sponsor duties and compliance (version 05/26, in force 20 May 2026), section C4.
The central question is not who continues to run the company day to day. It is whether there has been a change in direct ownership or a transfer of the controlling number of shares.
The guidance uses the phrase “the controlling number of shares.” It does not define that as 51%.
In a straightforward single-class company that will usually mean a majority of the voting rights. But different share classes, voting arrangements, shareholders’ agreements, reserved matters and rights to appoint directors can all change the analysis. Do not reduce it to a fixed percentage.
Two obligations follow, and they are not the same thing:
Report the change through the SMS within 20 working days (C4.2). Note that C4.1 treats the sale or transfer of all or part of the shares as reportable, so even a minority transfer is not something to quietly ignore.
Apply for a fresh licence within that same period where the transaction creates a new direct owner or transfers the controlling number of shares (C4.5; Annex C4, Example 6), if the business wishes to keep employing sponsored workers.
The Home Office’s own worked example is directly on point: a company transfers the controlling number of its shares to a new private owner and carries on trading exactly as before. It must still report the transaction and apply for a new licence. Once that licence is granted and sponsorship responsibility is confirmed, the sponsored workers can move under it with no change-of-employment application.
Do not confuse this with the separate “dormant licence” process. That is principally the mechanism where workers move from one sponsoring employer to another in a takeover or TUPE-style transfer, not the standard route for a controlling share transfer where the employing company stays the same.
One important report-only example: where a transfer happens one level above the sponsor and the sponsor’s directowner is unchanged, the Home Office will likely not require a new licence if there is no change to operations, jobs, terms or conditions. By contrast, inserting a new immediate holding company creates a new direct owner, and a fresh licence is required.
“We updated Companies House” is not a completed share transfer
For the usual certificated transfer of existing shares in a private company, a Companies House filing does not itself effect the transfer. It records reported information; it does not make the transferee the legal shareholder. (An incoming investor who subscribes for newly issued shares follows a different route, a share allotment, but the same change-of-control test for the sponsor licence still applies.)
The corporate records have to support the transaction. Depending on the company, that usually means:
a properly completed instrument of transfer (commonly a stock transfer form);
compliance with the Articles and any shareholders’ agreement, including any required board approval, pre-emption process, consent or deed of adherence (under the model articles directors may refuse registration, so a board resolution is strong practice rather than a universal legal precondition);
the existing share certificate, or a replacement and indemnity if it is lost;
the transferee being entered in the register of members; and
where chargeable consideration is more than £1,000 and no relief or exemption applies, Stamp Duty at 0.5%, with the form and payment reaching HMRC within 30 days of the transfer being signed and dated.
The register of members is the critical record. Under the model articles, the transferor remains the registered holder until the transferee is entered in it.
Companies House filings still matter, but they are a separate compliance stream. A confirmation statement is an at-least-annual public confirmation or update of company information, including shareholder details. PSC reporting is different again: a person with significant control is not simply another word for a shareholder, PSC changes must generally be notified within 14 days, and since 18 November 2025 companies no longer keep an internal PSC register, although they must still report PSC information to Companies House.
What to do
For Sponsors
Treat any change of control as an immigration event, not just a corporate one.
Diarise 20 working days from completion: report on the SMS, and file the fresh licence application within that window where a new direct owner or a controlling-share transfer is involved.
Do not assume a transfer between family members is exempt.
For Advisers & Accountants
Before filing at Companies House, confirm the transfer is actually complete: instrument of transfer, Articles and agreement formalities, share certificate, and entry in the register of members.
Deal with Stamp Duty where consideration exceeds £1,000 and no relief or exemption applies.
If the company holds a sponsor licence, flag it the moment a transfer is mentioned.
A confirmation statement does not resolve the underlying legal position, and for a sponsor it does not stop the 20-working-day clock.
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Written by William O’Neill, Immigration Expert & Founder, The Mobility Brief 🔗 Read all posts | 🟢 Join our WhatsApp Channel