Procedure to Transfer of shares

[THYAGARAJAN KALYANASUNDARAM]

Dear Experts,

One of my clients, registered as a private limited company under the companies act,2013 with Mr. A & Mr. B asa Directors & Shareholders 50:50 on April2019.

Now, Mr. A is going toresign from the said company and needs to transfer his directorship to Mr. C and the shares which he holds also be transfersto Mr.B for 49% and to Mr. C for 1%.

Query:

1. What are all the procedures to complete this process.

2. As per the MOA & AOA the paid up capital was ₹ 5,00,000/- but both of them invested only ₹ 50,000/- each.

How to resolve this issue. Kindly help me with this.

Thanks in Advance.

AI Summary

Share transfer and directorship change: procedural steps and capital reconciliation compliance required for private companies.
Transfer of the departing director's interest requires recording the resignation, board resolution to appoint the incoming director, updating statutory registers and filings; share transfers require a share transfer deed, board consideration against articles and transfer restrictions, acceptance resolution, updating the register of members, issuing fresh share certificates, and observing stamp duty and procedural formalities. Capital discrepancy between stated paid-up capital and paid amounts must be regularised by board resolution and reconciliation measures, updating registers and making required filings consistent with the company's constitutional documents.