Takeovers/ Transfer of Shareholding in Companies/ Partnership share in LLPs
Entrecap Business Services provides entrepreneurs following seamless services in buying/selling Companies and LLPs by acquisition of shares or partnership rights:
- Professional advice/valuation letters/ due diligence etc. in determining the valuation of the Company/ LLP
- Term sheets and Letter of Intent (LoI) to reflect the initial points of agreement and steps to be followed
- Non Disclosure Agreement (NDA) – very important especially in case of due diligence where confidential information pertaining to business operations, assets, finances will come to the knowledge of the party intending the same
- Shareholders agreement
- Determination of approvals required from any authorities
- Alteration of Articles, wherever required, to incorporate specific clauses of the Shareholders Agreement
- Resolutions to be passed by the Directors/ shareholders/ partners in order to execute the transaction
- Determination of stamp duty to be payable on the transaction
- Study of Articles of Association to determine if any specific procedure to be followed by a private limited Company for transfer of shares.
Specific procedure for transfer of shareholding in Companies:
- Filing the Form SH-4 (in case of Companies with physical shares) with adequate stamp duties (Stamp duties will be dependent on the valuation of consideration plus the state or union territory where the agreement is executed)
- Acceptance of Form SH-4 by Share Transfer Registrar and Resolution by Directors accepting the transfer (in case of private limited Companies)
- Issuance of new share certificates/ transfer in new DEMAT account.
Specific procedure for transfer of partnership in LLPs
- In case of LLP, execution of admission or admission cum retirement deed (as the case maybe)
- Determination of stamp duty to be payable on the LLP Deed
- Filing of required forms (Form 3/4) with jurisdictional Registrar of Companies (RoC) for approval of LLP deed.
Doing all above should keep in mind the compliance with the Companies Act/ LLP Act/ Competition Act/ FEMA and FDI laws.
Corporate Compliance Team at Entrecap Business Services has wide experience in dealing with all above matters. Our team of Chartered Accountants and Company Secretaries have brought many assignments to successful conclusion.
We would love to extend our expertise to all entrepreneurs looking to avail of the above services pertaining to transfer of shares in Companies/ LLPs.
Sometimes, transfer of shares in Companies/ LLPs also require change in Directors. You can read the same here.