Replacement of Promoter after Incorporation

Hello!

I think promoter A and c have decided to remove partner B............

Firstly file form 32 for removal of promoter c and appointment of D and E as new directors.......There is no need to amend MOA and AOA........ resignation letter is required and BM is also need to be convenened.

2ndly U can transfer shares of Mr. C b/w D and E and the folio no would be same as allotted to C and two share certificates would be issued one to D and another to E......I hope u got the answer to an extent .....

Further comments/clarification is welcomed

Regards

Nidhi

Mr Pradeep

please find replies against queries asked.

1. Whether MOA & AOA is required to be changed or not? If yes then to what extent?                   NO

2. Whether B should be allotted shares first & then to be transferred to D & E?                             Yes

3. If yes then how the one Share Certificate shall give effect of sale to two different person D & E?

Either issue the shares in two parts at first and transfer OR split the share certificate later on as per transfer to be done.

1. What formalities are required to be complied with the ROC such as Form-32, or else?  Filing of Form 32 and intimate the transfer iin Annnual return.

2. Is there any other way out for directly taking the new Director as promoters? NO

 3. Whether any Board Meeting is required to be convened or not?  Yes

4. Whether any Resignation Letter Is required to be obtained from outgoing Promoter Yes, of-course

 Regards- Sudhir

Whether MOA & AOA is required to be changed or not? If yes then to what extent?

No need to amend MOA / AOA

Whether B should be allotted shares first & then to be transferred to D & E?

Yes.

If yes then how the one Share Certificate shall give effect of sale to two different person D & E?

Split the Share Certificate first and then reissue

What formalities are required to be complied with the ROC such as Form-32, or else?

If B was only a promotor no need to file form 32.  If he was appointed director at the time

of incorporation then  you have to file e to file Form 32 for B.

Is there any other way out for directly taking the new Director as promoters?

The new Director will a Director and not a promoter as the company is already formed

with A,B and C as Promotors.

Whether any Board Meeting is required to be convened or not?

Yes. The resignation of B need to be recorded and share transfer from B to D & E is also

 to be recorded.

Whether any Resignation Letter Is required to be obtained from outgoing Promoter

Yes.

Originally posted by : PRADEEP MULANI
	THE QUERY IS RELATING TO THE FACTUAL CASE One X Pvt. Ltd. got registered with ROC with the three Promoters who agreed to take the following percentage of  share holding in the company.  A:51% ; B:40% ; C:9% After incorporation immediately the Promoters got disputed and Promoter A & B decided to remove Promoter B and they wishes to take D & E two new Directors who shall purchase share holding from outgoing Promoter B. In AOA & MOA of the company they are described as proposed Director in Board of Directors of the Company. AOA & MOA of the Company are as per Table-A. What shall be the remedy for following questions Whether MOA & AOA is required to be changed or not? If yes then to what extent? Whether B should be allotted shares first & then to be transferred to D & E? If yes then how the one Share Certificate shall give effect of sale to two different person D & E? What formalities are required to be complied with the ROC such as Form-32, or else? Is there any other way out for directly taking the new Director as promoters?  Whether any Board Meeting is required to be convened or not? Whether any Resignation Letter Is required to be obtained from outgoing Promoter?  Your valuable comments / suggestions are invited.

 Hi Pradeep,

B is promoter and proposed director. File Form 32 for resignation. If only promoter  only shares to be transferrred from

B to D & E, no form 32 requd. Transfer to be shown in next Annual Return.

Further Appoint New Directors in the Board Meeting and file form 32.

MOA / AOA need not be amended - B is the initial subscriber and can later transfer the shares to others.

Other points plz  refer as suggested by other members.

regards

Santosh Shah

Originally posted by : Jayashree S Iyer
	Whether MOA & AOA is required to be changed or not? If yes then to what extent? No need to amend MOA / AOA Whether B should be allotted shares first & then to be transferred to D & E? Yes. If yes then how the one Share Certificate shall give effect of sale to two different person D & E? Split the Share Certificate first and then reissue What formalities are required to be complied with the ROC such as Form-32, or else? If B was only a promotor no need to file form 32.  If he was appointed director at the time of incorporation then  you have to file e to file Form 32 for B. Is there any other way out for directly taking the new Director as promoters? The new Director will a Director and not a promoter as the company is already formed with A,B and C as Promotors. Whether any Board Meeting is required to be convened or not? Yes. The resignation of B need to be recorded and share transfer from B to D & E is also  to be recorded. Whether any Resignation Letter Is required to be obtained from outgoing Promoter Yes.

Agree with the views of Ms Jayshree.

In the last answer, i would like to add. If the promoter is also a director then resignation letter is required otherwise not.