The ownership of a Private Limited Company in India is decided by the shareholding of the Company. For inducting new investors or transferring the ownership of the company the shares of the company need to be transferred. The company's interest could be sold to attract new investors or to pass the control of the company.
An important characteristic of the company is that the shares can be transferred. The shares or the debentures are movable property, they are transferable as they are provided by the articles of the company, especially the shares of any members of a public company.
The share transfer is possible only through a contract or arrangement between two or more persons. The provisions of the Companies Act majorly deal with the transfer and the transmission of the securities. The transmission of the securities due to death, succession, inheritance, bankruptcy, etc. The transfer of securities is possible through any contract or arrangement between two or more persons. The provisions of the Companies Act deals with the transfer and the transmission of the securities.
Transmissions of the securities mean the loss of titles on these securities due to death, succession, inheritance, bankruptcy, etc.
Transfer of shares means handing the rights and possibly the duties of a company member voluntarily. The rights and the duties of the share transfer happen from the shareholder who is wishing to not be a member of the company anymore to a person who is willing to be a member of the company.
Thus the shares in a company are transferable like any other movable property in the absence of the expressed restrictions under the Articles of the Company.
There are certain restrictions over the transfer of the shares of the Private lImited company the following procedure should be followed to transfer the shares:
Then the transferor will transfer the shares by the following process:
Form SH-4: This is the most important instrument of transfer through which the process is initiated. The transferor will have to submit the SH4 that is duly executed, dated, and stamped to the company. The SH4 contains the following information:
The ownership of the shares can be transferred by the delivery of the possession but there is a contractual relationship between the members and the company. When the transfer of the shares happens an instrument of transfer is required. Transferring the shares is a long procedure that starts with the agreement to sell and there is an execution of the deed of transfer and finally the registration of the transfer.
The transferor transferee should execute the share transfer deed as an instrument. This share transfer deed is to be duly signed and delivered to the Company along with the certificate that is relevant to the shares that are transferred. The company will not accept any instrument of the transfer which is not in confirmation with these provisions. In the physical mode, the transfer should be executed in Form SH 4.
At times the companies send an acknowledgment of the instrument to the transferor who has lodged a transfer with the company before scrutinizing the documents. This notice comes in the form of a letter that has a checklist for the scrutiny of the transfer documents. Some companies also issue transfer receipts. In case the transfer application is made by the transferor and payment for the shares of the company are partly made then the company should not have any objection to transferring the shares within 2 weeks from the receipt of the issued notice. The company is not statutorily obliged to give the notice to the transferor when the transfer of the documents is lodged by the transferee.
A scrutiny should be done on the receipts of all the transfer documents to endure that all the documents are in place. If the transfer of the documents is not acceptable then they should be returned to the transferee. Also, in case if the signature of the transferor is different in the transfer instrument and the signature in the company's record then the documents will be returned.
The Board of Directors or the committee has to approve every transfer of the shares. The registration happens only after the approval. The right authority is required to approve it if everything is accepted after the scrutiny and the transfer of shares must be allowed by the board. In the case of the Articles of Associations of the company is empowering the board to delegate the power of approval of share transfer that it may also delegate it to another committee which is not including the directors of the company.
Any share transfers us incomplete without the registration of the share transfer. A share transfer form is a document through which the transferee is agreeing to accept the shares. This becomes a legal contract with the company. Once the company approves and also registers the transferee's name that is entered in the registry and it qualifies him as a member of the company. Maintenance of the register of the transfer is not a statutory requirement.
The transfer is effective only on the registration of such shares by the company. The company has to deliver the share certificate within 1 month from the receipt by the company's instrument that is relevant to the transfer. The instrument of the transfer should be endorsed with the respective name of the transferee.
Businesses with a share capital: The company should not (within 60 days of the execution) register any transfer of shares or ownership interest to any beneficial owners with proper instruments.
Application by the transferor: The transfer should not be registered until the company has notified the transferor within 2 weeks of the notice of the receipt.
No opposition certificate: In the following events the following timelines should be followed
For company - Minimum penalty of Rs.25,000 and a maximum of Rs.5,00,000.
For an officer in default - The minimum penalty levied on an officer in default is Rs.10,000 and the maximum is Rs.1,00,000.
Last updated: Dec 16, 2021