Sample Board Resolution for Approval for Transfer of Shares

The provisions regarding Transfer and Transmission of Securities are prescribed under section 56 of the Companies Act, 2013.

Once the 'securities transfer forms' are received from the transferors/transferees of the shares, the same are presented in the meeting of the Board of Directors or a committee thereof constituted to consider such matters. After reviewing the forms and documents annexed therewith, the board/committee approve or reject the same on genuine grounds.

Templates of such board resolution for approving the share transfer requests are as follows —

SAMPLE #1

(Modify it suitably)

#. To consider and approve the transfer of shares

The Board was informed that the company is in receipt of two securities transfer forms requesting the company to transfer fifty number of shares of Rs. .../- each. The securities transfer forms were table before the meeting for perusal.

The Board took note of the shares transfer requests and considered the same. Thereafter, the Board unanimously passed the following resolution:

“RESOLVED THAT pursuant to the provisions of section 56 of the Companies Act, 2013, the following transfer of securities be and is hereby approved:

Date	Name of Transferor	Name of Transferee	No. of Shares	Certificate No.	Distinctive Nos.
- - -	- - - - - - -	- - - - - - -	- - - -	- - -	- - - : - - -
- - -	- - - - - - -	- - - - - - -	- - - -	- - -	- - - : - - -

RESOLVED FURTHER THAT the transfers be noted in the Share Certificates and the name of transferees as mentioned in the securities transfer forms be entered in the Register of Members and that Mr. / Ms. (Name of the Company Secretary), Company Secretary of the company be and is hereby authorized to record the same, sign and issue the certificates and to do all such acts, deeds and things as may be necessary to complete the process of said transfer of securities.”

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SAMPLE #2
(Modify it suitably)

Item No. ...: Approval for Transfer of Shares

“RESOLVED THAT pursuant to the provisions of section 56 of the Companies Act, 2013 and the rules framed thereunder and in accordance with Article ... of the Articles of Association of the company, the following transfer of securities of the company, be and is hereby approved:

1) Name of the Transferor: ...............................
2) Name of the Transferee: ...............................
3) Class/type of Securities: ...............................
4) Number of Securities transferred: .................
5) Face value: Rs. ................ per share
6) Certificate Nos.: ............................................
7) Distinctive Nos.: From ............... To .............
8) Total Consideration: Rs. ................................
9) Date of Transfer: ............................................
10) Date of receipt of the forms: ........................

FURTHER RESOLVED THAT (Name of the Managing Director), Managing Director and (Name of the Company Secretary), Company Secretary of the company be and are hereby severally authorized to endorse the share certificate(s) and to make entries in the share transfer books and to do all such acts, deeds and things as may be necessary to give effect to the foregoing resolution.”



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NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.