Board Resolution for Transmission of Shares

Transmission of shares means when a shareholder dies, his ownership of shares gets transmitted to legal heirs. It is a quite natural process. On death of shareholder, the survivor’s needs to make a transmission request to the company along with specific list of documents as required to be submitted. If the company gets satisfied with the application and finds it full fledge, it will approve the transmission request and if the documents are incomplete, it may refuse the transmission request. On refusal if request it is the duty of the company to communicate the refusal within 30 days from the date of transmission request form. Board resolution for transmission of shares is required to authorize any person on approval from board of directors to carry on all deeds, acts and things as may be necessary to give effect to procedure for transmission of shares.

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Sec 56 of Companies Act, 2013

Basically Rules and regulations for transmission of shares are triggered out in the Articles of Association of the company. In addition to Articles of Association, sec 56 of the Companies Act, 2013 deals with all the legal framework and procedure for transmission of shares.

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Documents for Transmission of Shares

1. If the shares are in demat account then the survivor needs to submit following documents-
2. Transmission Request Form(TRF)
3. Affidavit on 100/- stamp paper for claiming the legal heir of the beneficial owner
4. Notarized copy of the death certificate
5. Indemnity deed on 500/- indemnifying both, the depository and Depository Participants (DP)
6. NOC From legal heirs
7. Family settlement deed duly executed by all legal heirs of the deceased beneficial owner

Note: If the value is more than Rs 2 lacs the Depository Participants (DP) may insist to submit more documents apart from above as below

1. Succession certificate
2. Probated will
3. Surety Form
4. If shares are in physical form the Share transfer agent any ask following documents to submit in procedure for transmission of shares-
5. Transmission Request Form(TRF)
6. Notarized copy of the death certificate
7. Original Share Certificates
8. Succession certificate
9. Probate or letter preferably notarized

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Board Resolution for transmission of shares

CERTIFIED COPY OF THE RESOLUTIONS PASSED AT THE BOARD MEETING OF ………………………………………………………. PRIVATE LIMITED HELD ON ……………………………………AT THE REGISTERED OFFICE OF THE COMPANY AT —————————————————————————————–AT 11.00 A.M AND CONCLUDED AT 11:30 A.M

TRANSMISSION OF SHARES OF THE COMPANY

The chairman discussed in the board meeting that a request letter from Mr……………………………… is duly received being the nominees of an existing shareholder Mr…………………….. intimating the news if Death of the existing shareholder of Mr……………………….. in whose name ……………..Equity shares of Rs…………../- each in the company is registered.

Further it was intimated by the chairman that the nominees has submitted the following documents with the Transmission Request Form (TRF)-

1. Original Share Certificates
2. Notarized copy of the death certificate
3. Certified copy of Succession certificate
4. Certified true copy of Prabate will if any by the competent court

Passed Unanimously

RESOLVED THAT pursuant to the provisions of Section 56 and other applicable provisions, if any, of the Companies Act 2013, (Act) and rules made thereunder (including any statutory modification or re-enactment thereof for the time being in force) and the request for transmission of shares received along with the relevant documents , the transmission of________ equity shares of Rs………/- each bearing distinctive numbers from ______ to _______ having share certificate no ____ be and are hereby allowed in favor of Shri_______ and _______as the legal representatives of the deceased member Shri ____________ .

RESOLVED FURTHER THAT Mr./Ms. ______ (Name of the person) ____________Director/ Managing Director of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to the aforesaid resolution.”

For And On Behalf Of

………………………………………………….PRIVATE LIMITED

Director                                                                            Director

DIN:                                                                                    DIN:

Date:

Place:

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