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Discussion > Corporate Law > Others >

Validity of share transfer deed/form ?

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Neha Jain
Company Secretary

[ Scorecard : 7019]
Posted On 27 April 2012 at 17:35

Originally posted by : manoj kumar sethi

The Shares of Limited Companies Can be got transferred with in a period of 12 months or the date of book closure whichever is earlier. If after execution of tranfer deed by transferor the transferee does not get it transferred within this time limit then the validity of the deed can be extended by ROC only.

The Shares of Limited Companies Can be got transferred with in a period of 12 months or the date of book closure whichever is LATER.


SUNIL KUMAR JAIN
PRACTISING COMPANY SECRETARY

[ Scorecard : 139]
Posted On 03 May 2012 at 21:28

Dear Neha,

I have gone through the discussion on the validity period of Share Transfer Form. It appears that you have missed out some part of the Section 108. Time limit is not only on execution of transfer deed but also on the period of delivery of the duly executed share transfer deed to the company.Please read Section 108 [(1A) (b)which states :

" every instrument of transfer in the prescribed form with the date of such presentation stamped or otherwise endorsed thereon shall, after it is executed by or on behalf of the transferor and the transferee and completed in all other respects, be delivered to the company:-

(i)..x....x....x

(ii) in any other case, within two months from the date of such presentation.

What I state above is the law on the matter under discussion.Please have your views accordingly.

 

With Regards,

Sunil K Jain,

Practising Company Secretary;

9810104162;skj13 @ rediffmail.com



Total thanks : 2 times



Ankur Garg
Company Secretary and Compliance Officer

[ Scorecard : 75645]
Posted On 04 May 2012 at 14:19

Originally posted by : Neha Jain

But once share transfer form is executed by both the transferor and transferee complete in all respected then issue of validity lapse. After execution they are valid forever. We can send the deeds to the company for transfer of shares even after say 5 years.

 

This is indeed a wrong understanding Neha…Pl take note.

Learned member Sunil have already quoted the reason with section number and interpretation in his reply.

Somewhere I missed your reply otherwise I would have corrected your interpretation on the same day. Anyways it is ok…better late then never…

Duly executed share transfer deed should be submitted with the company with original time limit you have already mentioned. After expiry of time limit no company would accept your duly signed and stamped share transfer deed.

Tx

 



Total thanks : 1 times


Ajay Mishra
Company Secretary

[ Scorecard : 42538]
Posted On 04 May 2012 at 14:36

 

Validity of transfer deed:
 
In the case of shares dealt in or quoted on a recognised stock exchange, at any time before the date on which the register of members is closed, in accordance with law, for the first time after the date of the presentation of the prescribed form to the prescribed authority under clause (a) of section 108(1A) or within twelve months from the date of such presentation, whichever is later. In any other case, within two months from the date of such presentation.
 
Period specified in sub-section (1A) is not applicable in the following cases in terms of sub-section (1C):
 
(1) Where a nominee of company 'A' is appointed a director in company 'B' and where such nominee is required to hold 'qualification shares' in the latter company, in terms of section 49 company 'A' may transfer the required number of shares held by it in company 'B' in the name of the said nominee. At the same time company 'A' will keep with itself a blank transfer form duly signed by the nominee. When the company 'A' decides that the shares will not be held in the name of the nominee, the company shall indicate on the instrument the date when it so decides and the instrument duly executed and stamped will be forwarded to the company 'B' for transferring the shares to the company 'A'. In this case the period within which the instrument shall be delivered to the company will not apply.
 
(2) The same procedure will be followed where the holding company transfers a share to a nominee in order to ensure that the number of members in its subsidiary does not fall below two in case the latter is a private company or below seven if it is a public company. When the holding company decides to retransfer the shares in it name, it will indicate such date on the blank transfer form held by it and deliver the deed duly executed to the subsidiary. Here also the period of delivering an instrument to the company as per section 108(1A) will not apply.
 
 
In so far as sub-section (1C) is concerned, if the transfer of shares falls within any one of the exempted cases mentioned in that sub-section, the requirements as to presentation of the instrument of transfer in favour of the prescribed authority and delivery thereof to the company within the prescribed time limit, as contemplated in sub-section (1A) are not applicable, provided the conditions stipulated in sub-section (1C) are satisfied. In view of the same, if any bank or financial institution or the Central Government or a State Government or any corporation owned or controlled by the Central Government or a State Government, granting a loan against the security of shares, intends to get such shares registered in its own name, in the event of failure on the part of the borrower to repay the loan amount, it shall complete the instrument of transfer and lodge it with the company for registration of the transfer in its own name. In such a circumstance, they will have to stamp or otherwise endorse on the instrument of transfer the date on which the bank or financial institutions decides to get such share registered in its own name and the instrument so stamped or endorsed will have to be delivered to the company, together with the share certificate, for registration within two months from the date so stamped or endorsed. [Dove Investments P. Ltd. v Gujarat Industrial Investment Corpn. Ltd. (2005) 60 SCL 604 (MAD)].


Total thanks : 2 times


Neha Jain
Company Secretary

[ Scorecard : 7019]
Posted On 05 May 2012 at 14:23

Thanks all the members for correcting me. I am indeed very grateful to Mr. Sunil, Mr. Ankur and Mr. Ajay for correcting my interpretation.  yes

 

I had once read, we tend to miss immaterial things and always focus on the major aspects which in turn leads us not to understand crux of any statement. When it comes to observation all aspects should be given equal weighage and attention. So true it is, I can feel it now.  blush

 

Once again thanks to all for brushing and updating my knowledge as always you guys do.  enlightened



Total thanks : 3 times


CMA. CS. Sanjay Gupta
"PROUD TO BE AN INDIAN"

[ Scorecard : 58265]
Posted On 05 May 2012 at 23:08

Nice and Informative Discussion....These kind of dicussions are always helpful in brushing up and enhancing our knowledge. Very well explained by Sunil Sir.

Do not have anything extra to write....

Yes there is time limit whitin which the duly executed transfer deed shall be delivered to the company. It is like registration of a duly executed deed. It gets registered only when delivered to the company. Also the company will update its record upon receiving the Share Transfer Deed. 

Validity of Transfer Deed i.e. Period within which it shall be delivered to the company:-

1) In case of Listed Companies at any time before the date on which the register of members is closed, in accordance with law, for the first time after the date of the presentation of the prescribed form to the prescribed authority under clause (a) of section 108(1A) or within 12 months from the date of such presentation, whichever is later .

2) In case of Unlisted Companies - Within 2 months from the date of such presentation.

 

Further,

 

Extension of validity of transfer deed:
 
Where the validity period of an instrument of transfer has expired, namely, the instrument is beyond 12 months from the date of presentation to the prescribed authority or from the date of book closure whichever is later in case of shares of a listed company and in other case 2 months from the date of presentation, the holder may may apply online to RoC providing particulars of the company, share certificate numbers, etc. requesting for extension in the validity. The fee for such application is Rs. 50 where the nominal value of the shares is upto Rs. 5,000 and the fee is Rs. 100 where the value exceeds Rs. 5000.
 
The application shall be made to the Registrar of Companies, where the registered office of the Company is situated or under whose jurisdiction the transferor or transferee resides. The Registrar on satisfaction shall extend the validity for a period of 30 days from the date of approval by the Registrar. It should be noted that further extension would not be provided by the Registrar. Therefore, the transfer deed should be lodged with the company within the extended period only.
 
Time limit for issue of certificate on transfer:
1)  Within a period of two months in case of unlisted companies:
Every company, unless prohibited by any provision of law or of any order of any Court, Company Law Board or other authority, shall, within two months after the application for the registration of the transfer of any such shares, debentures or debenture stock, deliver, in accordance with the procedure laid down in section 53, the certificates of all shares transferred.
 
2) Within a period of 30 days in case of listed companies:
In the case of a listed company, the listing agreement requires that the registration of transfers will be made within 30 days of receipt of the transfer deeds.


Total thanks : 1 times


sruti gupta
Management Trainee

[ Scorecard : 85]
Posted On 31 May 2012 at 16:49

Sec 108 (1C) B includes "if any bank or financial institution or the Central Government or a State Government or any corporation owned or controlled by the Central Government or a State Government,....."  does it involve loan taken or given by a Public or Private Limited Company ?? 

In that case what shall be the validity of the transfer deed ? 



CS Nitin Jaiswal
PCS

[ Scorecard : 43]
Posted On 05 July 2012 at 15:46

Dear Members,

I want to know that in case of a private company, if a duly executed transfer deed/form is not lodged by transferor or transferee to the company within time prescribed, but after 5 yrs transferee lodge the transfer deed with the company to register it, then what are the option available to the company.

Further, if company decide to register the transfer then which date should be considered by the company to record the transfer as if it take date of execution of the transfer deed it will be a non compliance by the company in respect of Annual Return, Member and Share transfer Register and Minutes book of the company.

Please suggest.

Nitin Jaiswal


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