Dear All,
Whether in a private company, a member can transfer his shares to another member without sanction of Board of Directors if provisions of AOA are as follows:
a. Any member desiring to sell any of his shares must notify the Board of Directors of the number of shares, the fair value and the name of the proposed transferee and the Board must offer to the other sahreholders the shares offered at the fair value, and if the offer is accepted, the shares shall be transferred to the acceptors and if the shares or any of them are not so accepted within one month from the date of notice to the Board, the members proposing transfer shall be at liberty, subject to point (b) and (c) hereof, to sell and transfer the shares to any person at the same or at a higher price.
b. No transfer of shares shall be made or registered without the previous sanction of the Directors, except when the transfer is made by any member of the Company to another member or to a member's spouse or child or children or his/her heirs, and the Directors may decline to give sanction without assigning any reason, subject to Section 111 of the Act.
c. The Directors may refuse to register any transfer of shares (1) where the company has lien on the shares or (2) where the share is not a fullly paid up share, subject to Section 111 of the Act.
Thanks in advance
CAclubindia
