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Exercises · Q3

Q.Explain the procedure for transfer of shares of a company registered under the Companies Act, 2013.

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The Companies Act, 2013 lays down a precise, step-by-step procedure for transferring shares, chiefly through Section 56, read together with Rule 11 of the Companies (Share Capital and Debentures) Rules, 2014.

Step 1: Preparation of the instrument of transfer. The transferor and transferee first prepare the instrument of transfer, in the prescribed Form SH-4, stating the transferee's name, address and occupation. This instrument must be duly stamped, under the stamp duty rate notified for transfer of securities, and dated.

Step 2: Execution. The instrument must be signed (executed) by or on behalf of both the transferor and the transferee, confirming that both genuinely agree to the transaction.

Step 3: Delivery to the company. Section 56(1) requires the executed instrument, along with the relevant share certificate (or letter of allotment, if no certificate has yet been issued), to be delivered to the company within sixty days from the date of execution.

Step 4: Examination and approval by the Board. The company's Board of Directors examines the instrument to confirm it is genuine, properly executed, properly stamped, and consistent with any transfer restriction validly imposed by the articles, before deciding to approve it.

Step 5: Registration and issue of the certificate. Once approved, the company enters the transferee's name in its register of members in place of the transferor's, and, under Section 56(4), must deliver the new share certificate within one month of receiving the instrument of transfer.

If the instrument is lost or the sixty-day period is missed, the company may still register the transfer on suitable terms of indemnity, at the Board's discretion.

✓Final answer

The transfer procedure is: execute a stamped Form SH-4 instrument of transfer; deliver it with the share certificate to the company within 60 days; have the Board examine and approve it; and have the company register the transfer and issue a fresh certificate within one month, per Section 56 of the Companies Act, 2013.

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