Share transfer of unlisted public company

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CS Girija (Querist)
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04 October 2011 Dear Experts,

As per Companies Act, public limited company should have seven shareholders. The Company is unlisted company. It has sold all its shares to the new shareholders.

Now how to show the transfers? Can in annual return all shares can be shown as transfered to new seven shareholders.

What should be the procedure where all seven promoters are selling their shares to new seven shareholders.

Is there any need of shareholder agreement.

Please reply to my query.

vignesh

vignesh (Expert)
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05 October 2011 Dear Girija,

To make effect of transfer you should record the transfer in form 7B in case of shares are held in physical. The Form 7B is authentication for the transfer. There is no need to made an agreement. you can show the transfer in the e-Form 20B vide the Schedule V attachment.

CS Girija

CS Girija (Querist)
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05 October 2011 Thanks Mr. vignesh.

Its true that that to record transfer the transfer has to be recorded in share transfer form 7B and the same has to be shown in e-form 20B.

Its total sale of ownership of the Company to new members.
My query is that when the company sells the share to new shareholders, will the minimum membership criteria is affected?

Can all transfers be shown on same date?
Can we show against existing seven shareholders transfer to new shareholders?

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CS Suraj Arora

CS Suraj Arora (Expert)
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05 October 2011 Dear Girija

Firstly I will Suggest you should definitely enter in to a Agreement.in future there may be some complications..Some specific points to be mentioned in that agreement as.... for your ready reference I mentioning here:

1.The transfer or is transferring shares with free consent and all the terms have been understood by the transfer or.
2. Indemnity clause by transfer or, Guarantee clause by transefror, physical share certificate transefror ,director ship change and all.....Draft Minutes Accordingly...

the other issue look, When Director in meeting approve the transfers that time ttransfer complete.....Director are Different from Shareholder....

I hope you have understood the Whole issue....
But Be cautious ,,Only 7 BB is not Sufficient

CS Girija

CS Girija (Querist)
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05 October 2011 Thanks Mr. Arora,

Sir, the Company is unlisted public company.Further as required there are seven members as per the Act.

The face value of shares is Rs.10/- As in the month of September,2011 the shares are being are transferred to new shareholders at the rate of Rs.40/-.

Now can there be total transfer of shares to new members.

Or can we show that new seven shareholders have subscribed to shares at the rate of Rs.10/- and later the existing shares are transferred to new shareholders at the rate of Rs.40/-

Or can the transfer be shown on different dates and accordingly register the Share transfer form.

Kindly reply.