Sale of shares from one private limited to pub co.

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Jayalakshmi Ramasamy (Querist)
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08 June 2022 Can some one post the board resolution for sale of shares from one private limited to pub co. ? Also let me know the procedure for the same .

Asha Kanta Sharma online

Asha Kanta Sharma

(Expert)
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11 July 2024 Creating a board resolution for the sale of shares from a private limited company to a public company involves specific steps and legal considerations. Here's a general outline of the procedure and a sample board resolution template:

### Procedure for Sale of Shares from Private Limited to Public Company:

1. **Board Resolution:** The board of directors of the private limited company must pass a resolution authorizing the sale of shares to the public company.

2. **Due Diligence:** Conduct due diligence to ensure all regulatory requirements are met and to evaluate the terms of the sale.

3. **Share Purchase Agreement:** Draft and negotiate a share purchase agreement detailing the terms and conditions of the sale, including purchase price, payment terms, representations, warranties, and any post-sale obligations.

4. **Approval by Shareholders:** Obtain approval from the shareholders of the private limited company through an ordinary resolution or special resolution, depending on the share transfer rules under the Companies Act and the company's articles of association.

5. **Filing and Registration:** After obtaining shareholder approval, file necessary forms and documents with the Registrar of Companies (ROC) for approval and registration of the share transfer.

6. **Stamp Duty:** Pay stamp duty as per the applicable rates on the share transfer agreement.

7. **Transfer of Shares:** Transfer the shares to the public company by endorsing the share certificates or executing a share transfer deed as per the Companies Act.

8. **Post-Transfer Formalities:** Update the shareholding records of both the private limited and public companies and comply with any other post-transfer formalities.

### Sample Board Resolution for Sale of Shares:

```
[Date of the Board Meeting]

BOARD RESOLUTION

RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company, approval be and is hereby granted for the sale and transfer of [Number of Shares] equity shares of [Private Limited Company Name] held by the company to [Public Company Name], subject to the following terms and conditions:

1. That the sale price for the shares shall be Rs. [Insert Sale Price per Share].

2. That the execution and delivery of the Share Purchase Agreement with [Public Company Name] and any related documents be approved and authorized.

3. That [Name of Director/Authorized Signatory], [Designation] of the company be and is hereby authorized to sign, execute, and deliver any agreements, documents, or instruments necessary or incidental to effectuate the sale and transfer of shares, including but not limited to the Share Purchase Agreement.

4. That [Name of Director/Authorized Signatory], [Designation] of the company be and is hereby authorized to do all acts, deeds, and things as may be necessary or expedient to give effect to the foregoing resolution.

RESOLVED FURTHER THAT any director of the company be and is hereby authorized to do all such acts, deeds, matters, and things as may be necessary or expedient to implement the foregoing resolution.

CERTIFIED TRUE COPY

[Signature of Director]
[Name of Director]
[Designation]

[Signature of Director/Company Secretary]
[Name of Director/Company Secretary]
[Designation]
```

### Notes:

- **Legal Advice:** It's advisable to seek legal advice to customize the resolution and ensure compliance with all applicable laws and regulations.
- **Share Transfer Form:** Along with the board resolution, a share transfer form must be filled and submitted to the company for transfer of shares.

This template provides a basic framework. The actual content and format may vary based on specific circumstances and legal requirements applicable to your jurisdiction.