Board resolution.

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AS Nagarajan (Querist)

19 January 2017
A private Company is in the process of winding -up. A very small capital with only two Directors. Since the business id not viable and has losses the decision is taken to close the company.
The company has some physical shares not listed on any stock exchange and intends to sell them. The value is very small. I order not to delay the process one of the Directors has come forward to buy the shares and facilitate the process of winding up.

I want to know:

What type of a Board Resolution to be passed for this purpose. The Board Resolution has to be sent to the company for transfer of these shares.

Help me with the Resolution.
Thanking you.
A S

CA Suresh Jain

CA Suresh Jain (Expert)

19 January 2017 For sale of shares from one director to another, no resolution is required. To register transfer in the name of buyer of the share a resolution of Board of Directors should be passed

AS Nagarajan

AS Nagarajan (Querist)

19 January 2017 My query is : what type of a Board resolution has to be passed by the company for lodging the physical shares, with a company for transfer.

CA Suresh Jain

CA Suresh Jain (Expert)

19 January 2017 An ordinary resolution

AS Nagarajan

AS Nagarajan (Querist)

19 January 2017 can you give me a sample of such a resolution

CA Suresh Jain

CA Suresh Jain (Expert)

19 January 2017 send your mailed please

AS Nagarajan

AS Nagarajan (Querist)

19 January 2017 rajanasn@hotmail.com

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)

19 January 2017 1. Presume that you have checked the AOA and ascertained that the BOD has power to sell or otherwise dispose off the investments of the company.

2. If so -
a) pass a resolution in the board meeting stating to transfer the shares held in the name of the company to the name of the Director concerned.
b) pass another resolution in the same board meeting authorizing the Managing Director of your company to sign and forward the share transfer form to the investee company.

3. Forward Form SH-4, along with the certified copy of the above resolution and original share certificate to the investee company for the share transfer.

AS Nagarajan

AS Nagarajan (Querist)

19 January 2017 Thank you for your reply.

AS Nagarajan

AS Nagarajan (Querist)

20 January 2017 Mr. Chakrapani Warrier,

Can you send a sample Board resolution to my E mail address rajanasn@hotmail.com.
Thnks.
A S

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