Share Transfer Procedure
Documentation Required
1. Notice by transferor shareholder to Company about intention of Share transfer. (Annexure-A)
2. Board Resolution for considering the Notice by transferor to Company
3. Letter of Offer made by company to existing shareholder (Annexure-B)
4. Dissent letter from existing shareholders (Annexure-C)
5. Share Transfer Deed in SH-4 form along with stamp duty paid (Annexure-D)
6. Share certificates
7. Board resolution for registering transfer of shares (Annexure-E)
Annexure-A
To,
The Board of Directors ________________
11, Wave Tower, Shankar Market, New Delhi-110001
Sub: Request for transfer of ………….Equity Shares
This is to inform you that I,………………, the authorized representative of ____________, the Shareholder of ………………. request you to transfer my 6425 Equity Shares held in the Company for a total consideration of Rs.12,85,000 (Rupees Twelve Lakh Eighty Five thousand only) by making first offer to the other existing shareholder of the Company, as required by the Articles of Association of the Company.
This is to further inform you that in case the existing shareholder refuses to buy the offered shares then I request you to kindly allow me to transfer the said 6425 Equity Shares in favor of any person at a same or higher price as per Article __ of the Articles of Association of the Company.
Thanking you,
On Behalf of ____________
…. ……………………
(Authorized Representative)
Annexure-B
Date: 11.03.2017
To,
The Member
———
…….
“LETTER OF OFFER”
We would like to inform that __________________, the Shareholder of our Company proposed to transfer its 6425 (Six Thousand Four Hundred and Twenty Five Only) Equity Shares, held in the Company having face value of Rs.10/- each at a premium of Rs. 190 each, amounting to a total consideration of Rs.12,85,000 (Rupees Twelve Lakh and Eighty Five thousand only) to the other existing shareholder of the Company. Pursuant to Article 7 of the Articles of Association of the Company, the other existing Equity shareholders of ASF Infrastructure Private Limited who are willing and wish to avail the said offer may accept by notice in writing. However, failing such acceptance, the offer shall be deemed to be declined and the Board of Directors may proceed to allow him to transfer this equity share to any person/(s) at the same or higher price.
Certified True Copy
For ……………. Private Limited
………..
(Director)
DIN: ………………
Annexure-C
Date: 18.03.2017
To, ……………. ……………………..
Sub: Intimation for the transfer of shares
This is in reference to dissent letters dated 15th March, 2017; the Company would like to inform that none of the existing shareholder wishes to buy the shares offered by you. Therefore, as per Article 7 of the Articles of Association of the Company, you may transfer your 6425 Equity Shares to any other non-existing shareholder.
For …………… Private Limited
……………… (Director)
DIN: ……………..
Annexure-D
Form No. SH-4
Securities Transfer Form
[Pursuant to section 56 of the Companies Act, 2013 and sub-rule (1) of rule 11 of the Companies (Share Capital and Debentures) Rules 2014]
Date of execution: 01.10.2016
FOR THE CONSIDERATION stated below the “Transferor(s)” named do hereby transfer to the “Transferee(s)” named the securities specified below subject to the conditions on which the said securities are now held by the Transferor(s) and the Transferee(s) do hereby agree to accept and hold the said securities subject to the conditions aforesaid. –
CIN: …………….
Name of the company (in full): ………………. PRIVATE LIMITED
Name of the Stock Exchange where the company is listed, if any: N.A.
DESCRIPTION OF SECURITIES:
| Kind/Class of Securities (1) | Nominal value of each unit of security (2) | Amount called up per unit of security (3) | Amount paid up per unit of security (4) |
| Equity Shares | 10/- | 10/- | 10/- |
| Distinctive Number | From | 159541 | 189411 | ||
| To | 189410 | 219499 | |||
| Corresponding Certificate No | 15 | 16 |
| Transferor’s Particulars– |
| Registered Folio Number: | 07 | ||
| S.No | Name(s) in full | Signature(s) | |
| 1 | |||
I, hereby confirm that the Transferor has signed before me.
Signature of witness:
Name and address:
Transferee’s Particulars–
| Name in full | Father’s/Mother’s/Spouse name | Address & Email ID | Occupation | Existing folio No., if any | Signature |
Folio No. of Transferee: 14 Specimen Signature of Transferee
Value of stamp affixed: Rs. 608 (Rs. Six Hundred Eight)
Stamps
Enclosures:
(1) Certificate of shares or debentures or other securities
(2) If no certificate is issued, letter of allotment.
(3) Others, specify
For office use only
Checked by……………..
Signature tallied by……………………….
Entered in the Register of Transfer on …………….. vide Transfer No. …….
Approval Date ………………..
Power of attorney / Probate / Death Certificate / Letter of Administration Registered on ……………….. at No…………………………..
On the reverse page of the certificate Name of the Transferor Name of the Transferee No. of shares Date of Transfer Signature of the authorized signatory
Annexure-E
Certified True Copy of the resolution passed at the 153rd meeting of the Board of Directors of ….. Private Limited held on Wednesday, the 22nd day of March, 2017 at 11.00 A.M at a shorter notice at its Registered Office at ………………
TRANSFER OF SHARES
“RESOLVED THAT pursuant to the provisions of Section 56 of the Companies Act, 2013 and all other applicable provisions thereof read with the Articles of Association of the Company, transfer of 6425 Equity Shares of Rs. 10 /- each (Rupees Ten only) at a Premium of Rs. 190/- each (Rupees One Hundred Ninety only) of the respective shareholder as per the entries made in the Share Transfer Register produced at this Meeting be and is hereby approved as follows:
| Transfer No. | Name of Transferor | Name of Transferee | No. of Shares | Distinctive No.’s | Transaction Value |
RESOLVED FURTHER THAT any of the Directors of the Company be and is hereby authorized to make necessary endorsement on reverse of Share Certificates and to do all other necessary act in this regard to give effect to the aforesaid resolution.”
Certified True Copy
For ………… Private Limited …………
(Director)
DIN: …………