Planning to resign as a director and transfer shares? Explore the required procedures with expert ca in udaipur .

When Director is exiting a private limited company in India and is also resigning from the post of director and shareholder, along with the transfer of shares to another person who is a relative of the existing directors, expert ca in udaipur advises detailed procedure needs to be followed according to the Companies Act, 2013 and other applicable laws:

1. Resignation of Director

1. Resignation Letter: The director must submit a resignation letter to the Board of Directors.
2.  Board Meeting: Convene a Board Meeting to accept the resignation. The resignation takes effect from the date it is received by the company or the date mentioned in the resignation letter, whichever is later.
3. Form DIR-11: The resigning director must file Form DIR-11 with the Registrar of Companies (RoC) within 30 days from the resignation date, attaching the resignation letter and proof of dispatch.
4. Form DIR-12: The company must file Form DIR-12 with the RoC within 30 days of receiving the resignation, attaching the resignation letter and the Board Resolution.

 2. Transfer of Shares

1. Share Transfer Deed: Execute a share transfer deed (Form SH-4) duly stamped and signed by both the transferor and transferee.
2. Board Meeting: Convene a Board Meeting to approve the transfer of shares. Pass a resolution to register the transfer of shares in the company’s records.
3. Update Registers: Update the Register of Members and issue new share certificates to the transferee.
4. Stamp Duty: Pay stamp duty on the share transfer deed as per the Indian Stamp Act.

 3. Compliance for Share Transfer to Relative

1. Check Articles of Association*: Ensure the Articles of Association (AoA) of the company permit the transfer of shares to a relative of existing directors.
2. Board Resolution: Pass a Board Resolution approving the transfer of shares to the new shareholder.
3. Form MGT-7: File the annual return Form MGT-7 with the RoC, reflecting the updated shareholding pattern.

4. Exit of Shareholder

1. Share Transfer Deed*: Execute the share transfer deed for the shareholder exiting the company.
2. Board Meeting: Approve the transfer of shares and pass a Board Resolution.
3. Update Registers: Update the Register of Members and issue share certificates to the new shareholders.

5. Other Compliance

1. Update MCA Portal: Update the details of directors and shareholders on the Ministry of Corporate Affairs (MCA) portal through relevant forms.
2. Income Tax Compliance*: Ensure compliance with income tax regulations for the transfer of shares.
3. SEBI Regulations: If applicable, comply with Securities and Exchange Board of India (SEBI) regulations.
4. Shareholder Agreement: Review and adhere to any terms specified in the shareholder agreement, if existing.

6. Intimation to Stakeholders

1. Bank: Inform the company’s bank about the change in directors and shareholding.
2. Vendors and Clients: Communicate changes to major stakeholders such as vendors and clients, if necessary.
3. GST and Other Registrations: Update any other statutory registrations such as GST, PF, ESI, etc.

 7. Record Keeping

1. Maintain Minutes: Ensure that minutes of Board Meetings and General Meetings reflecting the changes are duly recorded.
2. Statutory Registers: Update all statutory registers including Register of Directors, Register of Members, and Register of Transfers.

Discover the step-by-step process from the expert ca in udaipur and expert companies consultant for a director’s exit from a private limited company in India. Ensure compliance with the Companies Act so that that the company remains compliant with the Companies Act, 2013, and other applicable laws while handling the exit of a Director  and  shareholder, and the transfer of shares to another person