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Resignation of a director and delay in share transfer

medappa (legal) (30 Points)

04 June 2010

Hi,

What if a person resigned as a director of a pvt. ltd. company a year ago but has not filed form 7 for the transfer of his shares.

Plz advise,

Thanking you

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4 Replies

Akhil Gupta (Manager F&A) (856 Points)
Replied 04 June 2010

Dear Meaddapa

I have never read that as per ACT there is any requirement for director who resigned should transfer his share in order to validate the same.

Or you may be asking something else.

Please elaborate

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 04 June 2010

There is no problem at all as he may continue as a shareholder of the company even after his resignation as a director of the company.

After resignation as a director there is no provision and need to compulsorily transfer your shares. You may 100% continue as a shareholder of the company and even company cannot transfer your shares at its own wish without your approval or cannot force you to transfer your shares.

Revert if there is any doubt.

medappa (legal) (30 Points)
Replied 07 June 2010

Hi Anurag and all,

What if the person totally wants to get out of the pvt. company? Does he have to transfer his shares?

Heres the situation:

A a person resigned from B a pvt. ltd. company a year back. However form 32 has not been filed nor any shares transfered. Advise on how can remove himself totally from d company and liabilities

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 07 June 2010

As a shareholder he is not liable for the act of the company. This is the feature of Limited company. He is only liable for the payment of balance call money, if any, payable on his shares.

Filing of form-32 is the responsibility of the company. As this is the case of pv. company and the person is an ordinary director. An ordinary director is relieved from his liability from the date of his resignation and not liable for the acts of company done after his resignation.

But it is always advisable to file form 32 as early as possible to avoid unnecessary dispute. You should ask the company to file form 32 today with original date of resignation with additional ROC fee.

thanks