Transfer of Nominee Share to Body corporate

MCA 301 views 4 replies

Hi, this is with regards to transfer of 1 share held by a nominee shareholder. We have a Pvt Ltd Co and the paid up capital shares is held entirely by a body coroporate which is a foreign company. However, 1 share was given to Indian director as a nominee. Now the body corporate wants to transfer the 1 share in its name. What is the procedure to do this as share certificate was never issued to the nominee shareholder as the whole paid up capital share certificate is in the name of the entity. 

Replies (4)

Procedure for Transferring Nominee Share To transfer the nominee share held by the Indian director to the body corporate (foreign company), follow these steps:

Step 1: Board Resolution - *Board Meeting*: Convene a board meeting to approve the transfer of the nominee share. - *Resolution*: Pass a resolution authorizing the transfer of the share from the nominee shareholder to the body corporate.

Step 2: Share Transfer Form - *Share Transfer Form*: Execute a share transfer form (Form SH-4) to transfer the share from the nominee shareholder to the body corporate. - *Execution*: The nominee shareholder and the body corporate should sign the share transfer form.

Step 3: Board Approval and Filing - *Board Approval*: The board should approve the share transfer and note the change in shareholding in the minutes of the meeting. - *Filing with ROC*: File the necessary forms with the Registrar of Companies (ROC), including Form SH-4 and other required documents.

Step 4: Update Registers - *Register of Members*: Update the Register of Members to reflect the change in shareholding. - *Share Certificate*: Although not required in this case (since no share certificate was issued to the nominee), ensure that the company's records are updated.

Additional Considerations - *Foreign Investment Regulations*: Ensure compliance with foreign investment regulations and obtain necessary approvals, if required. -

*Company's Articles*: Verify that the company's Articles of Association allow for the transfer of shares in this manner. Recommendations -

*Consult a Company Secretary*: Consider consulting a company secretary or a lawyer to ensure compliance with all applicable laws and regulations. -

 *Review Shareholding Structure*: Review the company's shareholding structure to ensure that it accurately reflects the ownership and control of the company

Thank you for the response

Thank you for the response

Thank you for the response


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