Reg - Transfer of Shares

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narender (Querist)
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05 December 2009 Hi

A Pvt. Ltd Company has three Directors holding 200 shares of 1000 INR each (fully Paid ) as follows :-

Mr. R - 100 Shares
Mr. p - 50 Shares
Ms. S - 50 Shares

Now Mr. P & R want to transfer their share to Ms S
and a New Director Mr. E is appointed in the company without having any Share Capital.

What is the Procedure to Transfer of Shares of Mr. P and Mr. R to Ms. S.
and issue procedure for Mr. E

Pls Specify what are the Forms which need to be File With ROC
it Both Cases

also send me Transfer of Share Deed which need to be signed
pls mail it on - narendergusain@gmail.com

CS Pawan Kumar Baid

CS Pawan Kumar Baid (Expert)
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17 December 2009 Sec 108(1) provides that every company (public or private) shall register transfer of share on (i) Lodgement of Share transfer deed (ii) with stamp (iii) with original share certificate. Sec 108(1A) provides that transfer deed, as above, shall be presented with prescribed authority (usually RoC) before it is signed and lodged with company. Time limit is 2 months from date of presentation with RoC. Transfer deed's format is given as "Form 7B" which you can purchase from market (with RoC sign it is available @ 2-5 rupees)

As regards Mr. E (proposed director), he is required to hold qualification share only if you have provision in Article. If you dont have such provision, there is no need, if you have provision, then company can allot him share by share application and allotment (within 2 months of his appointment). For increase in capital you have to file relevant form with RoC.

Regards
CS Pawan Kumar Baid

narender

narender (Querist)
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18 December 2009 Hi

Thanks for ypur reply

but the above company is a private company and they have not issued any share certificate.....

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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20 July 2025 Regarding your query about transfer of shares and appointment of a new director in a private limited company where share certificates have not been issued, here’s a step-by-step guide and the procedural requirements:

1. Transfer of Shares (Mr. P and Mr. R to Ms. S)
Key point: Even if share certificates are not issued, shares can be transferred by recording the transaction in the Register of Members and following proper company procedures.
Procedure:

a. Board Approval:
Convene a Board Meeting to approve the transfer of shares from Mr. P and Mr. R to Ms. S.
b. Execution of Share Transfer Deed:
Prepare a Share Transfer Deed (Form SH-4) signed by both transferors (Mr. P and Mr. R) and transferee (Ms. S).
Since share certificates are not issued, this acts as a legal document evidencing transfer.
c. Update Register of Members:
After acceptance, update the Register of Members to reflect Ms. S as the new holder of the transferred shares.
d. Issue Share Certificate: (Optional)
Although not issued earlier, you can issue share certificates now as per the Companies Act provisions.
e. Filing with ROC:
File Form PAS-3 (Return of Allotment) if new shares are issued (not in case of transfer).
For transfer, Form MGT-7 (Annual Return) and Form AOC-4 (Financial Statements) will reflect updated shareholding.
2. Appointment of New Director Mr. E (without shares)
Procedure:
a. Board Meeting:
Pass a Board Resolution to appoint Mr. E as Director.
b. File Form DIR-12:
File Form DIR-12 with ROC within 30 days of appointment, mentioning Mr. E’s details.
c. Issue Director Identification Number (DIN):
If Mr. E does not have DIN, he needs to apply for one.
d. Update Register of Directors:
Enter the appointment details in the Register of Directors.
3. Forms to file with ROC:
Activity Form Timeline
Appointment of Director DIR-12 Within 30 days
Share Transfer (No direct form for transfer; reflected in annual returns and financials) MGT-7 & AOC-4 Annual filing
Note: There is no separate form to notify the ROC about share transfer immediately, but shareholding changes must be reflected in Annual Return (MGT-7).

4. Sample Share Transfer Deed
You can use this as a base and customize as per your company details:

SHARE TRANSFER DEED

This Share Transfer Deed is executed on this ___ day of __________ 20__.

Transferor(s):

Mr. P, residing at ____________
Mr. R, residing at ____________
Transferee:
Ms. S, residing at ____________

Details of Shares:
Number of shares transferred: 100 shares (Mr. R) + 50 shares (Mr. P) = 150 shares
Nominal value: Rs. 1000 each

Consideration:
The shares are transferred for a consideration of Rs. _______ (Rupees ______ only).

Declaration:
Transferor(s) hereby transfer the shares to the Transferee and the Transferee agrees to accept the shares.

Signed, sealed, and delivered by the parties.

(Signatures of Transferors and Transferee with witnesses)

I cannot send emails directly, but you can copy this template and modify as needed.

Additional Note:
It is advisable to get the share transfer deed stamped as per the Stamp Act applicable in your state.

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