Transfer Of Shares

Corporate Law
Philosophy of transfer of shares

 Share of a Company
 Moveable Property
 Right of transfer
 Manner of transfer (Article of association)
Law Relating to transfer of shares
Transfer Provisions

 Regulation 8
 Regulation 10
Member Rights to Transfer Shares-SEC89
Director Powers to Refuse Transfer of shares-
Section 77

 Public Company
 Private Company
 Notice of Refusal to transfer of shares-Section 78
Appeal Against Refusal of Transfer
Section 78A
Procedure of transfer of shares
 Transfer is executed on proper form of Transfer
 Name of company is correctly stated
 Name and address of transferor on the instrument compares with the share
certificates and register of member
 Instrument is properly stamped
 Name and address of transferee is written on the instrument
 Number of shares correctly stated
Cont.

 Distinctive numbers of shares mentioned on the transfer deed agree with

those in the share certificate
 Signature of transferor agree with his specimen signatures with the
company.
 Transfer deed bear date.
Transfer of shares

 Transfer deed Section 76

 Splitting of shares certificate
 Security of transfer
 Notice of Lodgement
 Director’s Approval
Register of transfer of shares-section 76(4)

The particulars to be entered in the register of transfer are:

 The number of transfer
 Date of registration
 Date of board meeting at which the transfer was passed
 Name and address of transferor
 Distinctive numbers of shares
 Name, address and description of transfer
 Number of new shares certificate, if any, issued
Cont.

 Transfer Agent Section 76(6)

 Transfer of successor in interest-Section 79
 Nomination by Member-section 80
 Transfer to Nominee of Deceased Member-section 80
 Transfer by Nominee Or Legal Representative-Section 80
Blank Transfer
Meaning:
 the expression blank transfer may be defined as the transfer os shares by a
blank instrument of transfer. A blank transfer is one in which the name,
address and duly attested signature of the transferor are entered. However,
the particulars of transferee are remain empty.
Advantages: The transferee is at the liberty to
a) Fill his/her particulars and lodge with the company for the transfer of shares
b) To sell such shares again without filling his own particulars
c) The purchaser can retains it to him/her without any restriction of time
Cont.

 Original Shareholder
 Bonafide purchaser for value
 Company
Transfer and transmission distinguished

 Transfer of shares: denotes a voluntary passing of property in certain

shares from one person to another by presenting to the company a duly
stamped and executed instrument of transfer, by or on the behalf of the
transferor and transferee, containing their names, addresses and
occupation along with shares certificate relating to the shares to be
transferred.
 Transmission: on the other hand, involves the passing of the title or
property in shares by operating of law on the happening of such events as
death, insolvency or lunacy of shareholder.
Transmission of shares

 Regulation 11
 Regulation 12
 Regulation 13

Assignment: write down the summary of Prospectus of a

company of your choice. Also discuss forged transfer of
shares and its consequences in detail.