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Board Resolution For Change In Shareholding Pattern for India

Board Resolution For Change In Shareholding Pattern Template for India

A Board Resolution for Change in Shareholding Pattern is a formal corporate document used in India to record and approve changes in the company's share ownership structure. This document is drafted in compliance with the Companies Act, 2013, and other applicable Indian corporate laws. It serves as official evidence of the board's approval for share transfers, details the specific changes in shareholding, and authorizes necessary actions for implementing these changes. The resolution includes crucial information about the transfer parties, share quantities, consideration amount, and ensures compliance with statutory requirements, making it a vital document for corporate record-keeping and regulatory filings.

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What is a Board Resolution For Change In Shareholding Pattern?

A Board Resolution For Change In Shareholding Pattern is a crucial corporate document required under Indian law whenever there is a modification in a company's share ownership structure. This document is essential for compliance with the Companies Act, 2013, and related corporate regulations in India. It is typically used when shares are being transferred between existing shareholders, when new shareholders are being introduced, or when existing shareholders are exiting the company. The resolution must include specific details about the transfer, such as the number of shares, consideration amount, and particulars of both transferor and transferee. It serves multiple purposes: documenting board approval, fulfilling statutory requirements, updating company records, and providing a basis for various regulatory filings. The document is particularly important for maintaining transparency in corporate governance and ensuring proper documentation for future reference or regulatory scrutiny.

What sections should be included in a Board Resolution For Change In Shareholding Pattern?

1. Title and Date: Specifies that this is a Board Resolution with the date, time, and place of the meeting

2. Attendance: Lists directors present at the meeting, confirmation of quorum, and chairperson details

3. Notice and Quorum: Confirms proper notice was given and quorum requirements were met

4. Background: Brief context about the proposed shareholding changes and reasons for the transfer

5. Review of Transfer Documents: Notes the review of share transfer forms, agreements, and other relevant documents

6. Details of Transfer: Specific details of the share transfer including number of shares, parties involved, and consideration

7. Statutory Compliance: Confirmation of compliance with relevant laws and regulations

8. Resolution: The actual resolution text approving the share transfer and updating of statutory records

9. Authorization: Authorizing specific officers to execute necessary documents and make statutory filings

10. Closure: Formal closure of the meeting with signature requirements

What sections are optional to include in a Board Resolution For Change In Shareholding Pattern?

1. FEMA Compliance: Required when the share transfer involves foreign investors or NRIs

2. Valuation Report: Needed when the shares are transferred at a price requiring valuation justification

3. Right of First Refusal: Required when existing shareholders have pre-emptive rights under Articles

4. Tax Clearance: When the transfer requires specific tax-related approvals or certificates

5. Multiple Share Classes: When the company has different classes of shares affected by the transfer

6. Related Party Transaction: When the transfer involves related parties requiring additional disclosures

What schedules should be included in a Board Resolution For Change In Shareholding Pattern?

1. Schedule A - Pre-Transfer Shareholding Pattern: Detailed table showing the existing shareholding pattern before the transfer

2. Schedule B - Post-Transfer Shareholding Pattern: Detailed table showing the revised shareholding pattern after the transfer

3. Schedule C - Share Transfer Details: Specific details of each transfer including share certificate numbers and distinctive numbers

4. Appendix 1 - Transfer Forms: Copies of duly executed share transfer forms

5. Appendix 2 - Supporting Documents: Relevant supporting documents such as ID proofs, payment confirmations, etc.

6. Appendix 3 - Statutory Forms: Copies of required statutory forms for filing with Registrar of Companies

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
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Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Real Estate

Infrastructure

Professional Services

Education

Energy

Telecommunications

Media and Entertainment

Agriculture

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Relevant Teams

Legal

Compliance

Corporate Secretarial

Board of Directors

Corporate Affairs

Finance

Regulatory Affairs

Corporate Governance

Share Registry

Executive Management

Relevant Roles

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Director

Managing Director

Chief Executive Officer

Chief Financial Officer

Corporate Governance Officer

Legal Manager

Regulatory Affairs Manager

Share Transfer Agent

Company Director

Board Chairman

Corporate Affairs Manager

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