Transfer of shares in a unlisted private ltd company

This query is : Resolved

C.A. C.S. Meera Doshi (Querist)
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19 June 2013 A Private Ltd Co ( unlisted company ) has two directors cum members, they want to transfer their shares to the incoming new directors. Following are the queries-
1. Form 7B needs to be filled for transfer of shares, if its an unlisted pvt ltd company?
2. If the company is in Gujarat, then what will be the stamp duty applicable?
3. Form 7B can be downloaded and filled or needs to be purchased from the stock exchange or some recognised vendor?
4. Procedure for affixing the stamps?

Ajay Mishra

Ajay Mishra (Expert)
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19 June 2013 Hi

Answer is here for your above mentioned queries:

1. Form-7B will be required for transfer of shares.
2. The transfer duty will be paid at 25 paise for per Rs. 100/-.

3. The Form-7B will be purchased from authorised person and it will be properly stamped of the concern authority.

Ajay Mishra

Ajay Mishra (Expert)
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19 June 2013
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.

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Ajay Mishra

Ajay Mishra (Expert)
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19 June 2013
PROCEDURE FOR TRANSFER OF SHARES OF PRIVATE COMPANY

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.