Share Transfer
The Share Transfer Procedure in a Private Limited Company is a structured process that facilitates sharing ownership from one individual to another. Shares represent portions of ownership within a company, and they hold the potential to be purchased, sold, or transferred. In India, the transfer of shares within a private limited company is regulated by the Companies Act 2013, along with the associated rules and guidelines set forth by the Ministry of Corporate Affairs (MCA).
Meaning of Share Transfer
Share transfer refers to the process where a company shareholder voluntarily transfers their ownership rights, and potential obligations associated with a share of the company. This transaction occurs when a shareholder decides to relinquish their membership in the company and passes on their share to another individual who desires to become a member.
Therefore, shares in a company can be transferred much like any movable asset, unless there are specific limitations imposed by the company's articles of association.
Key Regulations for Transfer of Shares in Private Companies
The transfer of shares within a private company is governed by specific legal provisions to ensure compliance with corporate governance standards and to maintain the company's private status. Section 56(1) & (3) of the Companies Act, 2013, alongside Rule 11(1) (2) (3) of the Companies (Share Capital and Debentures) Rules, 2014, lay down the framework for these transfers.
For a share transfer in a Private Limited Company, the necessary documents include
Share Transfer Deed: This crucial document, needing signatures from both the seller and buyer of the shares, facilitates the transfer.
Share Certificate: The seller must provide the original share certificate when submitting the share transfer deed.
PAN Card: A photocopy of the buyer's PAN Card is essential for the share transfer process.
Board Resolution: The company's Board of Directors needs to endorse the share transfer through a formal resolution.
No Objection Certificate: An NOC from the seller may be requested to confirm their consent to the share transfer.
Indemnity Bond: The seller might need to provide an indemnity bond to safeguard the company from potential transfer-related losses.
Stamp Duty Payment: The share transfer deed requires the payment of stamp duty, which varies by state.