A company shall register a transfer of securities or interest of members only when a proper instrument of transfer is delivered as per Section 56 of the Companies Act, 2013 as we have already discussed earlier here.
Rule 11 of the Companies (Share Capital and Debentures) Rules 2014 describe detail procedure.
An instrument of transfer of securities held in physical form shall be in Form SH – 4 and every instrument of transfer with the date of its execution specified thereon shall be delivered to the company within sixty days from the date of such execution.
This provision shall also apply in the case of a company not having share capital, to transfer the interest of the member in the company.
A company shall not register a transfer of partly paid shares, unless the company has given a notice in Form SH – 5 to the transferee and the transferee has given no objection to the transfer within two weeks from the date of receipt of notice.
Form SH – 4:
Following particulars shall be entered into Form SH – 4:
(a) Date of Execution
(b)CIN of the Company
(c) Name of the Company in full
(d) Name of the Stock Exchange where the securities of the company is listed, if any
In case, different securities of companies are listed on different exchanges, name of stock exchange where relevant security is listed may be entered.
(e) Description of Security
- Kind/Class of securities
- Nominal Valute of each unit of security (Face value)
- Amount called up per unit of security
- Amount paid up per unit of security
- Number of securities being transfer
- Consideration received
- Distinctive number
- Corresponding certificate numbers
(f) Particulars of transferor
- Transferor’s Registered Folio number
- Name of Transferor,
- Signature of Transferor
(g) Details of witness and witness
(h) Particulars of transferee
- Name in full
- Father’s /Mother’s /Spouse Name
- Address and E –mail id
- Existing folio number,
- Folio number of Transferee
- Specimen Signature of Transferee
(i) Value of Stamp affixed
Form SH – 5:
The format of the Form is as under:
(Name and address of transferee)
Subject: Transfer of partly paid securities
Notice is hereby given that an application has been made by the transferor for the transfer of securities of the above named Company whose particulars are given hereunder-
Name & Address of the Transferor:
Name & Address of the Transferee:
Class / Kind of securities:
Number of securities:
Distinctive numbers of the securities:
Securities Certificate Number:
Nominal value of each security:
Issue price of each security:
Amount called on each security:
Amount paid on each security
Amount called and due on each security:
Amount uncalled on each security:
Total amount called and due on the total number of securities lodged for transfer:
Total amount uncalled on the total number of securities lodged for transfer:
As required under sub section (3) of section 56 of the Companies Act, 2013, notice is hereby given by the Company to the transferee on this Day ____ of (month) of _____ (year) that the above mentioned securities are partly paid and the transferee shall be liable to pay the balance amount unpaid on the securities.
The transferee is hereby requested to submit his / her objection, if any, within two weeks from the date of receipt of this notice in the absence of which it shall be presumed that he / she has no objection to the transfer and the securities shall be transferred in his / her name without any further correspondence.
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In CA 1956, the transfer deed is require to be presented before prescribed authority. In CA 2013, no such mention of presenting to the prescribed authority. Does it mean that the Transfer Deed as per SH-4 shall be prepared by the Company and executed (stamped and signed)?
Unless they amend Rules.
Can the signature of the transferor on SH 4 form be witnessed by a general public or it requires to be done by specific authorities like Notary Public, Gazetted Officer, etc
The Signature of the transferor on form SH – 4 may be witnessed by any person giving name and address.
Company may verify signature of transferor with signature in its record like share application form or share transfer form. or write a confirmation letter in case of doubt.
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