Transfer of ownership of pvt company

Others 1649 views 3 replies

yashsr

2285 Points Joined April 2011

Hello,

A Pvt Ltd Company having is Regd Office and Directors in Kolkata want to simply transfer the Company to 2 people residing in Mumbai. Now what is the procedure? As I understand:

1) Registered Office will have to be changed to Mumbai(which will be a complicated affair since it involves change of state)

2) Change of name(if they require)

3) Change of Directors: Form 32

4) Transfer of Share-holding: Now how is this to be done? As I understand, a Transfer Form has to be filled and kept for record and the Transfer has to be shown in the Annual Return of the Company. No Form 2 has to be filed.

5) A fresh Memorandum and Articles of Association will have to be prepared to reflect all the changes.

Is there any other compliance that you think has to be done? Obviously things like DIN of new Directors has to be obtained(if not available already) and Digital Kit of at least director will be required.... Apart from this, what all has to be done?

Replies (3)

praveen

Chartered Accountant

6971 Points Joined September 2007

I think you have got most of the points. But it will be very difficult to get clearances from the statutory agencies to transfer the RO.

Consider also providing the details of directors to the banks where the company has opened the accounts

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yashsr

2285 Points Joined April 2011

Do you believe its then best just to open a new Pvt Ltd Company and close the existing one instead of doing all this hassle? The primary motive of the client in trasnferring the company is to cut down on the costs of formation of a new Company. But I think this is getting far too complicated and its even cost effective to open a new Company..

I still would like to know how to transfer shares. Will a stamp duty also have to be paid?

praveen

Chartered Accountant

6971 Points Joined September 2007

I definitely agree with your point. The only one benefit of going through the excercise of shifting the registered office is the losses that you have in the accounts if any. If there is no benefit of carry forward losses then you can easily close this company start a new company which will save the effort, money and time of the auditor as well as of the directors .

Regards

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