share transfer

Time limit for issue of certificate on transfer (Section-113)

 Within a period of two months in case of unlisted companies

Every company, unless prohibited by any provision of law or of any order of any Court, CLB or other authority, shall, within two months after the application for the registration of the transfer of any such shares, debentures or debenture stock, deliver, in accordance with the procedure laid down in section 53, the certificates of all shares transferred.

Within a period of one month in case of a listed companies

In the case of a listed company, the listing agreement requires that the registration of transfers will be made within 30 days of receipt of the transfer deeds.

Penalty

If default is made in complying with the company, and every officer of the company who is in default, shall be punishable with fine, which may extend to five thousand rupees for every day during which the default continues.

Validity of transfer deed

In the case of listed company, at any time before the date on which the register of members is closed, in accordance with law, for the first time after the date of the presentation of the prescribed form to the prescribed authority under clause (a) of section 108(1A) or within twelve months from the date of such presentation, whichever is later.

In any other case i.e. for private companies and unlisted public companies within two months from the date of such presentation.

thank u so much Mr. Garg.

Ours is unlisted public co and I have one TD dated 29th June, 2009, date on which TD was presented before ROC. So as per the provision this is valid upto 29th August, 2009. If the same is executed after that date then what will be the case. Pl. let me know????

Thanks once again.

You may go for extension of transfer deed. Find below the procedure:

PROCEDURE FOR EXTENSION OF VALIDITY OF TRANSFER DEED

Where the validity period of an instrument of transfer has expired, the holder may make an application in Form 7C to the Registrar of Companies requesting for extension in the validity. The fee for such application is Rs.50 where the nominal value of the shares is upto Rs. 5,000 and the fee is Rs. 100 where the value exceeds Rs. 5000.

The application shall be made to the Registrar of Companies, where the registered office of the Company is situated or under whose jurisdiction the transferor or transferee resides. The Registrar on satisfaction of the cause shown in the application shall extend the validity for a period of 30 days from the date of approval by the Registrar. It should be noted that further extension will not be provided by the Registrar. Therefore, the transfer deed should be lodged with the company within the extended period only.

Regards

Dear Mr. Garg

Ours is a Private limited Company.

1. As per my understanding I need to fill up form No 7B pay appropriate stamp duty  by way of Franking which is .25P per Rs. 100 value of consideration.

But I am not clear by whom we should get the tranfer deed "attested"; if we are not suppose to file any form to ROC with regard to transfer.

• Whether CS only should attest or even Notary can attest? Or no attestation is required for Private limited compnay? Within How much period new share certificate must be issued?

1. Secondly: From the discussion above I understand that Tranfer needs to be approved by BOD within two months from the date of Payment of Stamp duty or Presentation

• (What is the date of presnetation? what is the bench mark period for presenation?)

1. So the issues here are:

• Validity of Tranfer Deed: 2 months from the date of presentation to the prescribed Authority? What is Prescribed Authority for Private limited compnay if the Form 7B need to be filed with ROC
• Within how much time Approval by BOD
• When to issue new Share certificate
• Does new Share certificate require another resolution or combined Resolution for Approval and new Share certificate will do?

Your expert advice would be highly appreciated.

Thank You

In continuation:

Can Share transfer deed be made combined for different transferrors and transferees? One form?

Dear Hema,

Please find attach herewith a file for share transfer. Plz go through it and revert…

Regards

Dear Mr. Garg

Thank you for  the file. Its very well prepared. You may still add the procedure for issue of new Share certificate and its Numbering, time limit etc.

Warm Regards