Very urgent - transfer of shares in pvt. ltd. company

Pvt ltd 2279 views 4 replies

There is a Pvt. Ltd. Company which have 3 Directors. All 3 Directors are the same persons who hold 100% issued Share Capital of the Company. Now Due to some Dispute, one of the Director want to quit from the company and want to sell all of his shares. But due to Dispute, none of the remaining 2 Directors are ready to purchase his shares.

In the above situation, can anyone suggest me that what should be the appropriate way for the 3rd Director to Sell his shares and quit the company?? Can the 3rd Director sell his shares to an outsider who is not the member of Pvt. Ltd. Company?? If yes, please tell the relevant section. After selling his share, Is it required to Inform to MCA that now he is not the shareholder of the said Pvt. Ltd. Company?? If yes, which form is required to be submitted.

Replies (4)

dear jain garu

ensure that the seller offers to the existing share holders his share holding.


ask him to ensure that thery are unwilling to purchase his shareholding

 

thereafter he can sell his shareholding to outsider.

 

for this ensure share transfer form is not older than 2 months and proper stamp duty is paid @ 0.25% for every 100 rs of consideration he receives.

 

then the company must register in its records the same on submission of the above.

 

it will be reflected in the annual return i.e. form 20b which is the responsibility of the company to intimate the same to the ROC.

 

hope this clarifies you query.

 

thanks

srikanthreddykolli

9618144661

Mr. Jain,

If the other Director's are not interest to buy the share, the 3rd one tranfer it in the name of the outsider. Regading this matter requires Share transfer deed in Form 7B and put the details of tramferor and transferee in the presence of two witness and put the stamp value on the value of the shares transfer @ 0.25% and this will be disclose in tha Annual Return in e Form 20B to the ROC.

A pvt. company shareholders cannot sell their shares to the outsiders. A shareholder who wants to depart himself from being the owner has to offer his shares to existing shareholders of the respective company. If the existing partners are not willing to buy the shares in that case he may sell his share to outsiders by following the compliances as mentioned in the companies ACt. 

FORM NO. 7-B

FormTitle Share Transfer Form

Date of presentation to the prescribed authority x

Share Transfer Form

FormParentAct Companies Act, 1956

[Pursuant to section 108 (1-A) of the Companies Act, 1956]

FOR THE CONSIDERATION stated below the “Transferor (s)” name do hereby transfer to the

“Transferee(s)”named the shares specified below subject to the conditions on which the said shares are

now held by the Transferor (s) and the Transferee (s) do hereby agree to accept and hold the said

shares subject to the conditions aforesaid.

Full name of company xxx

Name of the recognised stock exchange where dealt in, if any xxx

Descripttion of Equity/Preference Shares

No. in figures No. in Words Consideration

(in figures)

Consideration (in words)

Distinctive Numbers From x

To x

Corresponding Certificate Nos. xxx

TRANSFEROR (S) [SELLER (S)] PARTICULARS

Regd. Folio No. x Signature(s)

Name(s) in full 1. x 1. x

2. x 2. x

3. x 3. x

4. x 4. x

Signature of Witness

ATTESTATION

I, hereby attest the Signature of the Transferor(s) herein

mentioned

Name and Address of Witness

xx

Signature xx

Name xx xx

xx

Address / Seal x xx

xx

PIN x

TRANSFEREE (S) [BUYER (S)] PARTICULARS

Signature(s)

Name(s) in full 1. x 1. x

2. x 2. x

3. x 3. x

Occupation Address Father’s/Husband’s Name

1. x xx xx

2. x xx xx

3. x xx xx

Transferee(s) existing Folio,if any,

in same Order of Names

xx Value of Stamps

affixed

Rs.x

Dated the day of 200 x

PLACE

For Office Use Only

Folio Company Code

Checked by x Specimen 1.

Signature(s) of

Signature tallied by x Transferee(s) 2.

Entered in Register of

Transfer No. x

3.

Approval Date x

Distinctive Numbers From x

To x

Corresponding Certificate Nos.

INSTRUCTIONS FOR ATTESTATION:

Attestation, where required (thumb impression, marks, signature difference, etc.) should be done by a

Magistrate, Notary Public or Special Executive Magistrate or a similar authority holding a Public Office and

authorised to use the Seal of his office or a member of a recognised Stock Exchange through whom the

shares are introduced or a manager of the Transferor’s bank.

NOTE: Names must be rubber stamped preferably in a straight line. Chronological order should be

maintained. Broker’s Clearing Number should be stated when delivery is given by a Clearing

Member Bank.

Name of delivery Broker or

Clearing Number

Date Power of Attorney Probate x D e a th x

Certificate

xx x Letters of Administration x

Registered with the Company

No. x Date x

(Signature (not Initials) of Broker, Bank, Company or

Stock Exchange Clearing House)

Lodged by xx

Full address xx

Share Certificates to be returned to (Fill in the name

and address to which the Certificates are required to

be returned)

Name & Address xx

SHARE TRANSFER STAMPS

 

Friends

In this case, what woudl happen if the existing Board does npt approve the share transfer ?. This is inevitable because the remaining 2 directors would not like the 3rd one to exit.

If that be, I think the aggrieved director cum shareholder has to approach CLB.

Regards,


CCI Pro

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