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Board Resolution for Share Transfer
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors
________________
CIN: ________________
Date of Meeting: __________
Time: __________
SUBJECT: TRANSFER OF EQUITY SHARES
RESOLVED THAT pursuant to Section 56 of the Companies Act, 2013, consent be accorded to approve the transfer of equity shares:
Transferor: ________________
Transferee: ________________
No. of Shares:
Signature
Board Resolution for Share Transfer
Professional Format Guide for Indian Companies
Introduction
A Board Resolution for Share Transfer is a formal corporate document that records the Board of Directors' consent to approve the transfer of equity shares from one shareholder (transferor) to another person (transferee). Under the Companies Act, 2013, shares of a company are treated as moveable property that can be transferred in the manner provided in the company's Articles of Association. The Board must approve share transfers and authorise the necessary entries in the Register of Members.
This resolution specifies the details of the transferor and transferee, their respective folio numbers, the number of shares being transferred, and the share certificate numbers. The document authorises directors to make necessary endorsements on the share certificates and update the company's statutory registers. It is essential for maintaining proper records of share ownership and is commonly required when existing shareholders wish to sell or gift their shares to other persons.
Benefits of Using a Standard Format
Utilising a professionally drafted board resolution format ensures that all statutory requirements under the Companies Act, 2013 are properly addressed. A ready-to-use template saves valuable time during board meetings, reduces the risk of procedural errors, and provides a consistent framework that captures essential details including transferor and transferee information, share particulars, and certificate numbers. Standardised formats ensure proper documentation of ownership changes.
Relevance to Company Compliance
Share transfers are a routine but important corporate transaction. Following Company Registration, the company's share capital structure evolves through various transactions including transfers, transmissions, and fresh allotments. Proper documentation of share transfers is essential for maintaining accurate shareholding records, complying with annual return filing requirements, and ensuring that the Register of Members reflects the correct ownership position at all times.
Board Resolution for Share Transfer – Sample Format
[To be printed on Company Letterhead]
Company Name: _______________________________
CIN: _______________________________
Registered Office: _______________________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company
Date of Meeting: __.__.______
Time: ______ (Hours)
Venue: Registered Office of the Company
SUBJECT: TRANSFER OF EQUITY SHARES
"RESOLVED THAT pursuant to the provisions of Section 56 and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), and subject to the Articles of Association of the Company, the consent of the Board of Directors be and is hereby accorded to approve the transfer of equity shares, the details of which are as follows:
| Transferor | Folio No. | Transferee | Folio No. | No. of Shares | Share Certificate No. |
|---|---|---|---|---|---|
RESOLVED FURTHER THAT any Director of the Company, jointly or severally, be and is hereby authorised to register the transfer in the Register of Members, make necessary endorsement on the share certificate(s), and issue new share certificate(s) in the name of the transferee..."
For ________________________________________ (Name of the Company)
Signature: _______________________________
Name: _______________________________
Designation: _______________________________
DIN: _______________________________
Date: _______________________________
Place: _______________________________
Frequently Asked Questions
1. Is the signature of all directors mandatory on the board resolution for share transfer?
No, signatures of all directors are not mandatory. The resolution is passed by a majority of directors present and voting at a duly convened board meeting where quorum is present. The certified true copy may be signed by a single authorised director or the company secretary. The minutes should record the names of directors present and the voting details for proper documentation.
2. Does the Board Resolution for share transfer need to be certified by a professional?
There is no statutory requirement for the board resolution to be certified by an external professional. The certified true copy may be signed by any director or the company secretary of the company. However, for certain purposes such as share transfer deed registration or stamp duty matters, additional certification or attestation may be required by the relevant authorities.
3. Is the Board resolution for share transfer to be on company letterhead?
While there is no strict legal requirement mandating the use of company letterhead, it is considered standard corporate practice and adds authenticity to the document. Using official letterhead facilitates easy identification and verification by shareholders, auditors, and regulatory authorities. Most companies maintain all board resolutions on official letterhead as part of good corporate governance practices.
4. Who can be considered as an authorized signatory for the board resolution for share transfer?
Any director present at the board meeting or the company secretary (if appointed) may be authorised to sign the certified true copy of the resolution. The resolution itself typically authorises one or more directors to execute the transfer by making entries in the Register of Members, endorsing share certificates, and issuing new certificates to the transferee as required.
5. Which resolution is required for the board resolution for share transfer?
A board resolution is required to approve the transfer of shares. The resolution should reference Section 56 of the Companies Act, 2013 and the company's Articles of Association. It should specify the details of transferor, transferee, folio numbers, number of shares, and share certificate numbers. The Board must also authorise the necessary entries in statutory registers and endorsements on share certificates.
