Resolutions/Rule

Approval and registration of transfer of shares

Board resolution approving transfer of shares under Sections 56, 58 and 59 with register update, certification and compliance provisions.

RuleRule 11
AuthorityBoard
Rule Names
The Companies (Share Capital and Debentures) Rules, 2014
Tags
Share CertificateShares Transfer

“RESOLVED THAT pursuant to the provisions of Sections 56, 58, 59 and other applicable provisions, if any, of the Companies Act, 2013 read with the Articles of Association of the Company and other applicable laws, the request for transfer of [●] Equity Shares/Preference Shares bearing distinctive numbers [●] to [●], standing in the name of [●] (“Transferor”), in favour of [●] (“Transferee”), as set out in the transfer deed(s) and documents placed before the meeting, be and is hereby approved.

RESOLVED FURTHER THAT the name of the Transferee be entered in the Register of Members of the Company in respect of the aforesaid shares and that the existing share certificate(s), if applicable, be endorsed, cancelled or replaced and fresh share certificate(s) be issued, where required, in accordance with applicable law.

RESOLVED FURTHER THAT any Director and/or Company Secretary of the Company be and are hereby severally authorised to make necessary entries in the statutory registers, issue share certificates and do all such acts, deeds and things as may be necessary for giving effect to this resolution.”
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Important Compliance Note

  1. For Private Companies, transfer of shares remains subject to restrictions contained in the Articles of Association pursuant to Section 2(68) of the Companies Act, 2013.
  2. For Dematerialised Shares, transfer is generally effected through the depository system and Board approval may not be required unless specifically provided under the Articles or internal governance framework.
  3. For Physical Share Transfers, the Board should ensure compliance with Section 56 and applicable regulatory requirements before registration.
  4. In case of refusal to register transfer, the Company must comply with the provisions of Section 58 and communicate the reasons within the prescribed timelines.
  5. Where transfer is between existing shareholders pursuant to pre-emptive rights, right of first refusal or other contractual arrangements, the Articles of Association and Shareholders’ Agreement, if any, should also be reviewed before approval.


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