Board Resolution for Constitution of Share Transfer Committee

A "Share Transfer Committee" is one of the different committees, the Board of Directors of a company can form.

Although it seems as if the only duty of Share Transfer Committee is to review the share transfer cases of the shareholders, but it is not so. The committee can be assigned with different other works mainly relating to share certificates. Check out the resolution herein below to find out more.

Board resolution is required to be passed for constitution of Share Transfer Committee.

Template of such board resolution is as follows —

SAMPLE

#. To constitute the Share Transfer Committee of the Board

❝RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 ("the Act") and rules framed thereunder, including any modifications thereto for the time being in force, and in accordance with the provisions of the Articles of Association of the company, a 'Share Transfer Committee' of the company ("the committee") be and is hereby constituted with the following members in the committee:

S.No.   Name of the Director       Designation
  1.        ..................................       ...................
  2.        ..................................       ...................
  3.        ..................................       ...................

RESOLVED FURTHER THAT (Name of the Director), (Designation) be and is hereby nominated as the Chairman of the committee and that (Name of the Company Secretary), (Designation) is to act as the Secretary of the committee.

RESOLVED FURTHER THAT the committee shall act in accordance with the provisions of the Companies Act, 2013, Articles of Association of the company and the 'terms of reference' specified hereunder:

(i) to review, approve or reject the requests for transfer and transmission of securities of the company received with  instrument(s) of transfer/transmission;
(ii) to review, approve or reject the requests for split, sub-division, consolidation, renewal of certificates of securities;
(iii) to review, approve or reject the requests for dematerialization or rematerialization of securities of the company;
(iv) to review, approve or reject the requests for issue of duplicate certificates of securities in case of loss of certificates for any reasons; and
(v) to issue certificates of securities in a timely manner as may be prescribed under the Act.❞



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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.