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Appointment of Director and Transfer of shares.

CA Pritesh (Manager) (84 Points)

27 June 2011

a 8 months old Company with 2 Members ( Directors) want to add a member by selling existing shareholders part shares. New member will be appointed as director. Please tell me the detail procedure for doing that.

What is procedure for Transferring Shares of Existing members to new member.? What forms to be used? is it cumpulsory to informROC regarding change in members list?

Procedure for Appointing director in EGM? Please provide sample declaration/resolution etc. neccessary for this.

Thanks in Advance.

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9 Replies

Jaideep (Service) (1368 Points)
Replied 27 June 2011

For trasfer of shares, get transfer deed which will be available with ROC (Registrar of Companies) or Broker get it executed and approved in Board Meeting. No need to intimate ROC for the change of members list.

Pass the simple resolution as

APPROVAL FOR TRANSFER OF SHARES

The register of transfer of shares placed before the Board was perused by the Board. The transfers as per particulars contained in the register were approved and following resolution was passed.

“RESOLVED THAT transfer of shares as per the particulars mentioned below be and is hereby approved.

Transfer No

Name of Transferor

Name of Transferee

No.of shares

Certificate No.

Distinctive No.

T01

Mr.

“RESOLVED FURTHER THAT Mr. Director be and is hereby authorized to endorse on the Back of the Share Certificates as Authorized Signatory.”

APPOINTMENT OF DIRECTOR

You can appoint the person as a Director in the same Board Meeting. After appointment file form 32 with ROC.

Draft Resolution will be as follow

“RESOLVED THATpursuant to Articles of Association of the Company, applicable provisions of the Companies Act, 1956 , Shri ........... be and hereby appointed as an Director of the Company.

RESOLVED FURTHER THAT any one of Director, be and are hereby authorised to sign, execute, etc all necessary papers, documents, forms, applications, deeds, etc for the aforesaid purpose and to do all the needful acts, things, etc for giving effect to the aforesaid resolution.”

Private Comapnies can appoint person as a Director in Board Meeting only.

Thanks & Regards

Jaideep Pandya

CA Pritesh (Manager) (84 Points)
Replied 28 June 2011

Thanks for Reply Mr. Jaideep.

Can you please confirm whether I can appoint Director in board meeting. In my Opinion Director can be appointed in AGM or in EGM . Please Confirm.

CS Shivi Reddy (COMPANY SECRETARY) (175 Points)
Replied 28 June 2011

Dear Pritesh,

You can appoint a director at a Board meeting as Additional Director as per Sec 260 of the Companies act, 1956, who will hold office till the coming General Meeting. His appointment has to be regularised and his designation will be changed from Additional Director to Director.

Regards

Shivi

CA Pritesh (Manager) (84 Points)
Replied 28 June 2011

Thanks Shivi

But I want to appoint a regular Director not an additional director , in that case can I appoint in BM or do i have to appoint in EGM?

CS Shivi Reddy (COMPANY SECRETARY) (175 Points)
Replied 28 June 2011

Dear pritesh,

regular director cannot be appointed in a BM. it can only be done in General Meeting.

Regards

Shivi

Sumit Jaiswal (Company Secretary) (818 Points)
Replied 28 June 2011

Is the company in question a private limited company? Since you said the company has two members, it appears to be a private company.

In a private company (if authorised by the articles), a director can be appointed by the Board of Directors. Shareholder's approval is not necessary.

suraj prakash choudhary (EMPLOYEE) (39 Points)
Replied 28 June 2011

MR PRITESH

IF YOU WANT TO APPOINT AS THE DIRECT DIRECTOR IN THE COMPANY .YOUR APPOINTMENT IS CONSIDERED IN THE EGM OF COMPANY IN WHICH SPECIAL RESOLUTION IS PASSED BY THE SHAREHOLDERS OF THE COMPANY.

Sumit Jaiswal (Company Secretary) (818 Points)
Replied 28 June 2011

What Mr. Suraj said is applicable in the case of public limited company. But I feel the director in a public company can be appointed by passing a ordinary resolution in the EGM instead of special resolution. Also in this regard a notice as per Sec. 257 must be received by the company.

Correct me if I am wrong.