Procedures for Share Transfer - Physical Mode

One of the key features of a Company is that its shares are transferable. Privileges of a shareholder include his/her rights to transfer shares. If a Company is limited by assurance and has no share capital, no transfer of share is involved as there are no shares to transfer. The ownership of shares can be transferred by delivery of possession, but there is a contractual relationship between the members and the company. When shares are transferred the contractual relationship is assigned to the transferee which needs an instrument of transfer. Transferring a share involves a series of steps, first an agreement to sell (Share Transfer Deed), then execution of a deed of transfer and finally registration of the transfer. In this article, we look at the procedures for approval and registration involved in share transfer which is physical in mode.

Transfer Deed

Share transfer deed is an instrument of transfer that must be executed by both transferor and transferee. Share transfer deed must be duly stamped and delivered to the company along with certificate relating to shares transferred. Any instrument of transfer which is not in conformity with these provisions cannot be accepted by the company. Share transfer in physical mode is executed with the help of Form " SH-4".

Acknowledgement

Some companies send a notice or acknowledgement of the instrument to the transferor who has lodged a transfer with the company before the documents are scrutinized. The notice of acknowledgement is usually in the form of a letter which holds a checklist for scrutiny of the transfer documents. Some companies follow a practice of issuing transfer receipt. If the transfer application is made by the transferor alone and he has partly paid for the shares; the company must not register the transfer unless the company acknowledges the transferee, and he does not have any objection in transferring the shares within 2 weeks from the receipt of the notice. There is no statutory obligation on the company to give notice to the transferor when the transfer documents are lodged by the transferee.

Scrutiny

On receipt of all the transfer documents, a scrutiny should be done to ensure that all the documents are in place. The scrutiny should be done within 3 to 5 days from the receipt of the transfer documents. In case the documents are not acceptable, the same should be returned to the transferee. In case the signature of the transferor in the transfer instrument differs from the specimen signature on the company’s record, then the documents will be returned.

Approval

Every transfer of shares must be placed before the Board of Directors or committee for its approval. The registration takes place after approval. If everything is accepted after scrutiny, it should be approved by the right authority. Transfer of shares must be approved by the board. If articles of the company empower the board to delegate its power of approval of share transfer, then it may delegate it to a committee who might not be the company’s directors.

Registration

Registration of share transfer is a requirement for the transferee obtaining the status of a member of the company. A transfer is incomplete without registration of share transfer. A share transfer form is a document through which the transferee agrees to accept the shares. This becomes a legal contract with the company. Once the company approves and registers the transfer, this leads to the entry of the transferee’s name in the registry of the member and it qualifies his status as a member. The maintenance of the register of transfer is not a statutory requirement.

Delivery of Share Certificate

Transfer becomes effective only on registration of such shares by the company. The company shall deliver the share certificate within 1 month from the receipt by the company’s instrument related to transfer. The instrument of transfer must be endorsed with the respective name of the transferee.

For assistance with Company Share Transfer, get in touch with an IndiaFilings Advisor.