Transfer of ownership of pvt company

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yashsr (Querist)
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18 April 2012
Hello,

A Pvt Ltd Company having is Regd Office and Directors in Kolkata want to simply transfer the Company to 2 people residing in Mumbai. Now what is the procedure? As I understand:

1) Registered Office will have to be changed to Mumbai(which will be a complicated affair since it involves change of state)

2) Change of name(if they require)

3) Change of Directors: Form 32

4) Transfer of Share-holding: Now how is this to be done? As I understand, a Transfer Form has to be filled and kept for record and the Transfer has to be shown in the Annual Return of the Company. No Form 2 has to be filed.

5) A fresh Memorandum and Articles of Association will have to be prepared to reflect all the changes.

Is there any other compliance that you think has to be done? Obviously things like DIN of new Directors has to be obtained(if not available already) and Digital Kit of at least director will be required.... Apart from this, what all has to be done?

Ajay Mishra

Ajay Mishra (Expert)
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19 April 2012 Hi

Transfer of ownership of company means transfer of controlling power of existing company from one hand to another hand. the most common way of transfer is change of management by change in Board of Director of the company and also transfer of existing shares to new shareholders intended to take ownership of the company. For this you must comply the following:

1. Appoint new director in place of existing director and file Foem-32 with ROC.
2. Resign the existing director from Board and file Form-32 with ROC for the same.

3. Transfer of shares from existing share holders to new shareholders who want to take transfer of company.

4. After doing this, the new Board of Directors and shareholders can do any things including, change of name, shifting of registered office, all these things are subsequent.

Regards

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yashsr

yashsr (Querist)
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19 April 2012 Can a director be removed and another one added in the same Form 32 or will we have to file separate Form 32s..?

Ajay Mishra

Ajay Mishra (Expert)
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19 April 2012 HI,

Yes, it will be possible on following conditions:

1. Date of appointment of director and date of resignation of director will be same.
2. Try to give details first in Form-32 of appointing director.
3. Do not use the digital signature of such director for filing Form-32.

Regards

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