Purchase of entire holding of private limited company
Querist : Anonymous
There is one existing private limited company in which entire holding is between two members of family.
There is one individual who wants to take this Company and now this individual family members will be director and shareholders of the company.
Query:
What is the procedure as per ROC by which that individual can take up the shares and directorship in that private limited company.
For taking over company following points should be kept in mind:
Sr. No Events Status
1 Obtain Certificate of Incorporation from company
2 Obtain Copy of MOA/AOA
3 PAN of the Company
4 Statutory Registers of the Company
5 Stamps and Common Seal of the Company
6 Minutes Book of the Company
7 All forms filed with ROC and other Authorities
8 Original copy of Balance Sheet & Profit and Loss A/c filed with ROC
9 Certificate from Statutory Auditor for continu/resign from the Company
10 Original Share Certificate to be issued to shareholders of the company
11 Details of Bank Account operated by company
12 Service Tax or Sales Tax Registration documents
13 Details of website address run by company and its ID
14 Letter Head, lease deed, charge documents
Following steps required after taking over of Company:-
Sr. No Events Status
1 Resignation letter from present director
2 Appoint new directors
3 Transfer of shares of the promoters/director/shareholders to our shareholders
4 Change of Registered Address of the Company
5 File form-32 and 18 with concerned ROC for effecting changes
6 Change of Bank Signatory
7 Appointment of new Auditor's
8 Make necessary changes, if any
Querist : Anonymous
Also plz help me wid this:
I hav heard we have to go for Transfer Deed to transfer the shares....
Generally articles contain the detailed provisions as regards the procedure for transfer of shares. Usually following steps shall be followed by a private company to give effect to the transfer of shares:—
(i) Transferor should give a notice in writing for his intention to transfer his share to the company.
(ii) The company in turn should notify to other members as regards the availability of shares and the price at which such share would be available to them.
(iii) Such price is generally determined by the directors or the auditors of the company.
(iv) The company should also intimate to the members, the time limit within which they should communicate their option to purchase shares on transfer.
If none of the members comes forward to purchase shares then the shares can be transferred to an outsider and the company will have no option, other than to accept the transfer.
(V) the transferor will submit the following documents with company:
(a) Original Share certificate
(b) Transfer deed (Form-7B) properly executed with stamp duty of proper amount.
© any other documents relating thereto.
It is to be noted that any transfer of shares to an outsider without complying with the procedure as specified in the articles for effecting transfer of shares will not be operative against the company. Even in the case where the procedure prescribed by the articles was not followed and such failure was not due to any fault on the part of the selling shareholder, the transfer to an outsider was held not to be effective.
Transfer of shares without consent of holder of shares and without prior sanction of board of directors as required under articles of association of a private company concerned could not be held to be valid. [John Tinson Co. (P) Ltd. v Mrs. Surjeet Malhan (1997) 88 Comp Cas 750 (SC)].
For company:
Procedure for Transfer of shares of the Company:
1. After receiving Transfer Deed(Instrument of Transfer), Share Certificate and other documents, if any.
2. Check all documents is proper and eligible to register for transfer.
3. Call Board Meeting
4. At Board Meeting register the Transfer and made entry in the Register of Members and Register of Transfer.
5. Return the Share Certificate after making entry of transfer therein within 2 months.
6. Make entry in the minutes of Board Meeting.
7. The detail of Transfer from last AGM till the date of AGM should be submitted in Annual Return to ROC in Form-20B.
Querist : Anonymous
Also plz confirm first i should appoint the new directors or first i should transfer the shares to new directors...
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