Surrender of Private Limited Shares

Hello -

We are closing a Privately held Private Limited company. For that we needed all shareholders to sign off. One of the 20+ years shareholders holding 1 out 10000 shares when asked to sign was surprised that

(1) They had shares

(2) They were never issued this with their consent (old days people just used to add names)

(3) They don't believe they own these shares and ever paid for them

The shares have nominal value today of Rs 10/- per share. For closing we need all shareholders consent but they won't sign SH4 /or anything else so we are thinking to ask them to surrender these shares for reasons stated above. Is that the only option we have or we can do it differently? Since we have to do this before March 31, quick responses are really appreciated. 

Please also share the process for surrender we need to follow or any other mechanism. 

Thank you!

 

Replies (1)

To address the issue with the shareholder who's unwilling to sign, you have a few options: Alternatives to Surrender - *Obtaining a Court Order*: If the shareholder is unresponsive or unwilling to cooperate, you may need to obtain a court order to facilitate the closure process.¹ - *Passing a Resolution*: Depending on your company's articles of association, you might be able to pass a resolution with the consent of the majority shareholders. Surrender Process If surrender is the chosen path, here's a general outline: 1. *Notice to Shareholder*: Send a formal notice to the shareholder, explaining the reason for the surrender request. 2. *Surrender Form*: Prepare a surrender form, which should include details like the number of shares, nominal value, and reason for surrender. 3. *Board Resolution*: Pass a board resolution accepting the surrender of shares. 4. *Share Capital Reduction*: Update the company's share capital records to reflect the reduction. 5. *Filing with ROC*: File the necessary forms with the Registrar of Companies (ROC) within the prescribed timeframe. Keep in mind that specific requirements may vary depending on your company's articles of association and the jurisdiction you operate in. It's recommended to consult with a legal or financial expert to ensure compliance with all applicable laws and regulations. Given your deadline of March 31, it's essential to expedite the process.

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