Transfer of Ownership in Pvt Ltd firm

Pvt ltd 3324 views 8 replies

Hi friends,
i'm the director of our pvt ltd company having maximum shareholding in the company.
due to certain reasons, i would like to transfer the ownership of our company to a new member of the family who is in the process of being a director.

Presently there are two directors in the company and he will be the third director. He is my cousin brother.
His shareholding will be 70%, mine will be 10% and dad's will be 20%
In case i decide to keep my shareholding to 1% dad's as 29% will i be able to perform all the actions of a Director or would i have certain limitations? Would it be necessary to have the signatures of more than one directors while signing the cheques or i alone can do it?
Incase i decide to reverse the shareholding pattern after few years, will it be easier to do so or would i have to pump in more funds to get back the ownership?

I would like to keep my shareholding to bare minimum and still have all the rights of the Director (functionality)
therefore is it advisible to keep the shareholding as 1% or 5% or 10% ?
 

What is the difference between a Director of Pvt Ltd company and a Managing Director?
Which one is better suited for me.

I shall be deeply obliged towards all brief and or concise answers

thank you!

Replies (8)

Dear Friend,

Shareholding pattern does not affect the directorship.  A director may not hold any share in the company but still be appointed as Managing Director / Director will full powers. 

As regards cheque signing , it's your internal managment decision and the Board may authorise one or two persons for cheque signing.

Difference between Director and MD is that while Director can be non-executive or nominee of a financial insitution, but a Managing Director / Whole time Director  is the one who is entrusted with substantial powers of management and devotes full time for the company.  Private companies are not required to appoint MD/WTDManager.  Only public companies having a paid up capital of Rs.5 crores or more are required compulsorily to appoint MD/WTD/Manager.

Dear Jayshree mam,

You are absolutely correct. But in case of a director of a pvt. co. if the articles of association provides for the qualification shares then in that case the director must have to hold such number of shares in the company.

Dear jonny,

I suggest you to be a Director in your company, bcoz it does not attract other legal complication and you can do whatever a director or MD can do in a company. The powers can be conferred to the director in the Board meeting.

 

If i have made any mistake pls convey me.

Thanks & Regards

Dear Johny

Yes you can transfer the shares & make him as a director

you being a director can do all such acts with prior permission of board & its not matter u have 1% shareholding, 0% or 99.99 % its doesn't matter.


After few years to reverse shareholding pattren its not easy without permission of Shareholders of that time

in pvt ltd no such big diffrence here even in salary also you can give salary to Director as same or above than MD also.

 

for further query pls feel free to ask

 

Regards

Originally posted by : Nitin Grover

Dear Johny

Yes you can transfer the shares & make him as a director

you being a director can do all such acts with prior permission of board & its not matter u have 1% shareholding, 0% or 99.99 % its doesn't matter.


After few years to reverse shareholding pattren its not easy without permission of Shareholders of that time

in pvt ltd no such big diffrence here even in salary also you can give salary to Director as same or above than MD also.

 

for further query pls feel free to ask

 

Regards

 AGREE

yes , i am also agree with jayshree change of ownership does not effect the functionality of director.

Hi Jonny,

shareholding does not affect the right of a director.

However if ur brother acquire 70% shares then he will hold majority shareholding and he may take step to remove u as director by passing an OR in shareholder meeting under section 284 of Companies Act, 1956.

with regards to question of getting back ownership after some years, it will be difficult because without his consent you cannot get back the ownership.

Thanx

Rajeev 

to all the collegues posting their comments, i'm really thankful to you guys.
i've gotten answers to my questions and an even better insight on the implications thereof post change of ownership as per Mr Rajeev Nayak

thanks everybody :)

GBU
 

FRNDS I M A TRAINEE OF CO.,ONE OF MY CLIENT WANT TO TRANSFHER HIS PVT. LTD. CO. ...WHAT IS THE PROCEDURE TO TRANSFHER A PVT. LMT. CO....??

 


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