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Private Limited Company Share Transfer

Explore all the details you need about Private Limited Company Share Transfer, tailored for your needs.

The Share Transfer Procedure in a Private Limited Company facilitates ownership transfer from one individual to another, regulated by the Companies Act 2013.

At Solocorp, we ensure a seamless and legally compliant Share Transfer process, guiding you through each step with expert support.

Meaning of Share Transfer

Share transfer refers to the process where a company shareholder voluntarily transfers their ownership rights and associated obligations.

This transaction occurs when a shareholder decides to relinquish their membership and passes on their share to another individual.

  • Ownership Transfer: Share transfer allows a shareholder to transfer ownership to another individual.
  • Voluntary Process: The transfer is voluntary unless limitations are imposed by the company's articles of association.

Key Regulations for Transfer of Shares in Private Companies

The transfer of shares in company law for 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.

Shareholders' constraints of the transfer of shares in the company are as follows:

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

Initial subscribers to the company's memorandum

The individuals who originally subscribed to the company's memorandum and formed the company.

A legal representative (in the event of a shareholder's death)

A person appointed to represent the interests of the deceased shareholder during the share transfer process.

The transferor

The current shareholder wishing to transfer shares to another individual.

The transferee

The recipient of the shares being transferred.

The company involved in the transfer

The company facilitating the transfer of shares, whether publicly traded or privately held.

Documents Required for Share Transfer in a Private Limited Company

For a successful completion of the procedure for transfer of shares in a private company, several documents are required to ensure the transfer complies with legal standards.

Share Transfer Deed

Share Certificate

PAN Card

Board Resolution

No Objection Certificate

Indemnity Bond

Stamp Duty Payment

Share Transfer Process in a Private Limited Company

The procedure for transfer of shares in a private company adheres to the company's Articles of Association (AOA) and relevant legal guidelines.

1

Initiation of Share Transfer Procedure

The procedure begins with the shareholder wishing to transfer shares, following the rules laid out in the Articles of Association (AOA).

2

Review the AOA

Examine the AOA for any transfer restrictions or conditions that must be met before the transfer can take place.

3

Notification to Director

The shareholder intending to transfer shares must formally notify the company's director of their intention.

4

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.

5

Notifying Shareholders

The company must inform all shareholders about the available shares, including details like the offer price and the deadline for expressing interest.

6

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.

Exceptions to SH-4 Requirement

  • 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.

Solocorp: Your Trusted Partner in Simplifying Share Transfers

The team of experts at Solocorp 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 procedure for transfer of shares in a private company.

From reviewing the Articles of Association to ensuring the proper execution and stamping of share transfer deeds, Solocorp professionals can guide you through each step.

  • 1

    Expert Assistance

    Our team provides expert guidance to ensure a smooth share transfer process, from start to finish.

  • 2

    Compliance with Corporate Regulations

    We ensure that the share transfer process adheres to all relevant corporate regulations and legal requirements.

  • 3

    Share Transfer Deed Execution and Stamping

    Solocorp professionals ensure that share transfer deeds are properly executed and stamped as per legal requirements.

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Startup
Registrations
MCA Services
Recovery of shares
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