Share Transfer
Share Transfer
Private Limited Company Share Transfer
At India Filings, we are geared up to service our client in regard to the Share Transfer process of a Private Limited Company in such a manner that each step is performed under prevailing legal standards and regulatory requirements that satisfy the criterion of transferring and complying in all respects.
Meaning of Share Transfer
Share transfer means the transfer of ownership rights as well as the associated potential obligations by any shareholder of a company voluntarily. This can be defined as a transaction where the shareholder decides to relinquish his membership of the company and passes his share on to another person who wants to become its member.
Shares in a company may therefore be transferred much as any movable property, unless there is a clear express limitation by virtue of the company’s articles of association.
Key Regulations for Transfer of Shares in Private Companies
The transfer of shares within a private company is governed by specific legal provisions to ensure compliance with corporate governance standards and to maintain the company’s private status. Section 56(1) & (3) of the Companies Act, 2013, alongside Rule 11(1) (2) (3) of the Companies (Share Capital and Debentures) Rules, 2014, lay down the framework for these transfers.
Share Transfer Rules in Private Limited Companies
In Private Limited Companies, share transfer is governed by the Articles of Association (AOA), which must be consulted before initiating any transfer. Share Transfer Constraints for Shareholders:
- Pre-emptive Rights: Shareholders wishing to sell their shares must offer them first to the company’s existing members at a price set by the Company’s Directors or Auditor. The valuation method for shares should be outlined in the Articles of Association. Should there be no interest from current shareholders, the shares can be transferred to someone outside the company.
- Directorial Discretion on Share Transfers: The Articles of Association may empower a director to decline a share transfer to another individual. This grants directors significant authority over share transfer decisions in a Private Limited Company.
Key Participants in Share Transfer Process
The process involves several key parties, including
- Initial subscribers to the company’s memorandum.
- A legal representative, in the event of a shareholder’s death.
- The transferor is the current shareholder wishing to transfer shares.
- The transferee is the recipient of the shares.
The company involved in the transfer, regardless of whether it is publicly traded or privately held.
Documents Required for Share Transfer in a Private Limited Company
For a share transfer in a Private Limited Company, the necessary documents include
- Share Transfer Deed: This crucial document, needing signatures from both the seller and buyer of the shares, facilitates the transfer.
- Share Certificate: The seller must provide the original share certificate when submitting the share transfer deed.
- PAN Card: A photocopy of the buyer’s PAN Card is essential for the share transfer process.
- Board Resolution: The company’s Board of Directors needs to endorse the share transfer through a formal resolution.
- No Objection Certificate: An NOC from the seller may be requested to confirm their consent to the share transfer.
- Indemnity Bond: The seller might need to provide an indemnity bond to safeguard the company from potential transfer-related losses.
- Stamp Duty Payment: The share transfer deed requires the payment of stamp duty, which varies by state.
Share Transfer Process in a Private Limited Company
Transferring shares in a private limited company involves a structured procedure that adheres to the company’s Articles of Association (AOA) and relevant legal guidelines.
Initiation of Share Transfer Procedure
- Review the AOA: Examine the AOA for any transfer restrictions or conditions that must be met.
- Notification to Director: The shareholder intending to transfer shares must formally notify the company’s director of their intention.
- Price Determination: Establish the share price according to the AOA, typically set by the directors or the company auditor. This price is the initial offer made to existing shareholders.
- Notifying Shareholders: The company must inform all shareholders about the available shares, including details like the offer price and the deadline for expressing interest.
- Share Allocation: If any current shareholders are interested, they should be allocated first. If no interest is shown, or there are remaining shares, they can be offered to external parties.
Executing the Share Transfer
- Share Transfer Deed: The next step in transferring shares involves acquiring the official transfer deed, designated as Form SH-4, which a recognised authority must endorse. This form serves as the primary document for executing share transfers. In certain situations, the transfer of shares might not adhere to the standard Form SH-4 requirement. These exceptions include
- Transfers executed by directors or nominees on behalf of another corporate entity as outlined in section 187 of the Companies Act, 2013.
- Share transfers from directors or nominees for a government-owned or controlled corporation.
- Shares are pledged as security for loan repayment to institutions like the State Bank of India, scheduled banks, other banking companies, financial institutions, or government entities.
- Transfers involving debentures, where a standardised transfer format is acceptable.
- Deed Execution: The transferor (seller) and the transferee (buyer) must sign the share transfer deed.
- Stamp Duty: The deed must be stamped by the Indian Stamp Act and the applicable stamp duty rates in the state.
- Witness Verification: A witness must sign the deed, providing their signature, name, and address for additional validation.
- Document Submission: Attach the share certificate or allotment letter to the completed transfer deed and submit these documents to the company.
- Share Certificate Issuance: Upon verifying and accepting the transfer documents, the company will issue a new share certificate to the transferee, officially recognising them as the new shareholders.
IndiaFilings: Your Trusted Partner in Simplifying Share Transfers
The team of experts at IndiaFilings is equipped to provide comprehensive assistance with the share transfer process. Our expert knowledge and experience in navigating the complexities of corporate regulations can ensure a smooth and compliant transfer of shares in any private limited company. From reviewing the Articles of Association to ensuring the proper execution and stamping of share transfer deeds, IndiaFilings professionals can guide you through each step.
Share Transfer – Company FAQ’s
What is share transfer?
What are the key regulations for share transfer in private companies?
How are share transfer rules in private limited companies determined?
What are pre-emptive rights in share transfer?
Can a director refuse a share transfer?
Who are the key participants in a share transfer process?
What documents are required for a share transfer?
Is stamp duty required for a share transfer?
What is the first step in the share transfer process?
How is the price of shares determined in a transfer?