Dear All,
A pvt. company was incorporated in September 2011 with 4 subscribers cum directors. Now 2 of them want to withdraw from the company. They donot want to be part of this company. No share certificate has been issued, no bank accounts opened. ONLY Certificate of Incorporation is obtained. The other 2 want to continue the company with the same name and commence business asap. Please clarify the procedure for the same.
Regards
Sujatha
| Originally posted by : Sujatha Raghuram | ||
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ROC website will be useful . Forms with roc for resign. of directors, altertion of moa need to be filed.
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Hi Sujatha
The directors can be resigned by filing form 32 with the Registrar of Companies.
You need to issue share certificate for all the 4 members. Then, the 2 members who dont want to continue with the company can transfer their shares to the continuing 2 members.
You need to execute transfer deed and produce it with the share certificate of the 2 outgoing members
Regards
Subbu
| Originally posted by : G.L.Subhramanian | ||
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Hi Sujatha The directors can be resigned by filing form 32 with the Registrar of Companies. You need to issue share certificate for all the 4 members. Then, the 2 members who dont want to continue with the company can transfer their shares to the continuing 2 members. You need to execute transfer deed and produce it with the share certificate of the 2 outgoing members Regards Subbu |
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Dear Mr.Subbu,
Thanks for the reply. That means, the company has to go through the obligation of issuing share certificates after holding their first Board Meeting and then do the rest as mentioned by you.
In that case, can it be done before opening the bank account since the capital has not yet been paid by the resigning subscriber directors? I mean we have to just show issue of share certificates and then show the transfer??
Hi Sujatha
Once the company has been incorporated, the subscribers become members of the company. They should pay the subscribed amount to the company. You can deposit that amount in the Bank account of the company. Then, the continuing members can pay that amount to the outgoing members and get the share transfer effected.
Section 41 (1) says: "The subscribers of the memorandum of a company shall be deemed to have agreed to become members of the company and on its registration, shall be entered as members in its register of members".
Therefore, the procedure is as follows:
Hold board meeting 1 - open bank account - issue share certificates to all 4 subscribers - deposit the subscripttion amount in the bank account.
Hold board meeting 2 - follow the procedure for transfer of shares - approve resignation of outgoing directors. file form 32 with the Registrar of Companies.
Regards
Subbu
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