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Ben (Research)     14 September 2010

Transfer of Shares to heirs

Have the following query:

My Father and sister had shares in a Company xyz , Father's name was first and sister second. Both have expired, Sister expired first then father. Sisters husband got remarried within a year of sisters death. Mother and myself are the living heirs of my Father.

How can I transfer the shares to both our names or to my mothers name?

The Share company is asking for either succession certificate or Letter of Administration or Probate of Will.

Is there a No objection needed from my bro in law and his children aged 20 and 25, Do they have rights to this company share and what percentage

I do not know what any of these documents are and Which of these documents would be needed. Which of them takes the least amount of time and is less complex in nature to  complete.

Appreciate your advice

Ben

 



Learning

 8 Replies

V. VASUDEVAN (LEGAL COUNSEL)     14 September 2010

transfer of shares for joint-holding is covered by the provisions of the Companies Act and the Articles of Association of the Company. As per the Act, when one joint-holder dies, the shares devolves on the surviving joint-holder(s) by operation of law - meaning the the only documents to be produced are the original share certificate and the death certificate. In the instant case since your father survived the sister, the shares devolved in his favour and on his demise to his legal heirs. Hence there is no necessity of any documents from your sister's family. The shares can either be transmitted in favour of yourself and the mother - alternatively in either of the names, based on the no objection given by the other, and supported by an afidavit and indemnity unless the market value of the shares are substantial. Approach the company and/or the Registrar and also if the shares are listed, the stock exchange/SEBI  for assistance.

Ben (Research)     14 September 2010

thanks for the info - much appreciated

Ben

Ben (Research)     14 September 2010

Mr Vasudevan

Thanx for the info , where can I get hold of the provisions of the Companies Act and the Articles of Association for the share holding company in question.

 

ben

V. VASUDEVAN (LEGAL COUNSEL)     15 September 2010

                   

 

TRANSMISSION OF SHARES

 

Concept

 

Transfer of title in shares  upon the death of a registered holder  by operation of law if the holder dies intestate and by his act, if he leaves a will.

 

 

Governed by

 

-                  Company's Articles of Association

-                  Companies Act, 1956

-                  Indian Succession Act 1925, Hindu Succession Act 1956  and other allied Acts.

 

 

 

RE: JOINT HOLDING

 

Model  Articles of Association recognize only the surviving shareholder(s) as having any title to the shares registered in the name of such Member.

.

Therefore,  in the case of joint holdings, the transmission is effected by simple deletion of the deceased name from the register of members, on the basis of the request received from the surviving jointholder or jointholders, supported with the death certificate of the deceased.

 

In cases the joint holding   is claimed by third parties other than the jointholder (s) either on the strength of the probated will of the deceased (whether principal holder or one of the joint holders) or on the strength of a succession certificate, the provisions of Article should be cited and such transmission should not be considered unless the claimants produce a specific no objection / consent in writing from the surviving joint holder(s) concerned or unless a court order to the contrary is produced by the claimants.

 

 

RE: SINGLE HOLDING

 

 

¨      IF THE HOLDER DIES TESTATE: ( HAS LEFT A  WILL)

As per the provisions of Section 213, the executor or legatee of the will can establish his right only by getting  the will probated by the court of competent jurisdiction, or by obtaining letters of administration in respect of the will. Generally, the provisions of Section 213  WILL APPLY  to all wills and codicils made by any Hindu, Buddhist, Sikh or Jaina AFTER 1ST SEPTEMBER 1870  within the  local limits of the ordinary original civil jurisdiction of the High Courts at CALCUTTA, MADRAS AND BOMBAY

 

 

 

However, this Section shall not apply in the following cases:

 

a]            If the will is made by Muhammadans

 

b]           In the case of wills made by any Parsi  after 1962 where such wills are NOT  made within the

               local  limits of the ordinary original civil jurisdiction of the High Courts at

               CALCUTTA, MADRAS AND BOMBAY

 


 

 

 

¨      IF THE HOLDER DIES  INTESTATE: ( WITHOUT LEAVING  A  WILL)

As per the provisions of Section 212,  No right to any part of the property of a person who has dies intestate can be established in any Court of Justice, unless letters of administration have first been granted by a court of competent jurisdiction.  However, as per sub-section (2) thereof, this provision shall not apply in the case of  a Hindu, Muhammadan,  Buddhist, Sikh, Jain, Indian Christian or Parsi.

 

Usually a Company's Articles contain a specific provision for transmission of shares, whereby the executors or administrators of a deceased Member (not being one of two or more joint-holders) shall be the only persons recognised by the Company as having any title to the shares registered in the name of such Member and the Company shall not be bound to recognize such executors or administrators shall have first obtained Probate or Letters of Administration, as the case maybe, from a duly constituted Court in the Union of India. However, this Article would also provide absolute discretion by the Board to dispense with these requirements if it thinks fit.

The power of the Board to be exercised in this behalf is discretionary, to be exercised having due regard to the facts and circumstances of each case and it cannot be compelled to dispense with the succession certificate. Generally, in cases of small holdings the requirement of succession certificate is dispensed with and incases of larger holdings, such cases are not considered, quoting the high market value. However, the Company Law Board, in Pusha Vandera v Thomas Cook (India) Ltd.,  held, inter alia, that while the size of a shareholding may have some relevance, its value had none and directed the Co to register the transmission on the basis of indemnity bond with guarantees for the value of the shares.

 

There are  certain places like Goa, etc., exempted from the purview of  the  Indian Succession Act, due to such provinces being part of former union territories / former non-British colonial governments. There are also certain religious sub-sects being exempted under various Central / State Acts / Notifications being issued from time to time.

 

 

In view of the intricacies and the need for harmony in complying with the l provisions of Law and the Articles of the Company laid down to safeguard the Company's interest at large,  care should be take to ensure that the correct procedure as may be applicable on case to case basis is advised to the claimants. At the 1st instance when the claimants ask for the prouder,   the standard procedure asking for probated copy of the will, where the shareholder died testate and succession certificate/letter of administration, etc., where the shareholder died intestate. If  the claimants writes  quoting non-application of the probate/succession requirements in the 1st instance it self or subsequently  or quoting any other difficulty, suitable view should be taken on case to case basis.

 

                                                                                                                                                                                   

Ben (Research)     16 September 2010

As of the current date the share value is worth 4 Lakhs. Will the affidavit and indemnity suffice if this is the case.

Ben

AJ Agarwal (Self)     31 October 2010

I have a similar query please :

My father has died without a will.

He was holding shares worth Rs.5 lacs in a co.

The heirs include his wife (i.e. my mother), and 2 sons (including me)

Now, we both brothers are willing to give NO-OBJECTION in favour of our mother for the shares to be transferred in her name.

How do we go about it ? what all documents need to be prepered ??

The value of shares is a little less than rs. 5 lacs (approx. Rs. 4.97 lacs)

Please guide us

Thank you

AK Agarwal

Venkat Iyer (CEO)     18 July 2015

Dear Sir,

Case:Holder 1 expired in 2010
        Holder 2 expired in 2011 

The Succession Certificate is applied in 2013 & received in 2014 in the name of Holder 1 who died in 2010 without incorporating Holder 2's name who died in 2011 ,a year later.Company "A" has requested the legal heir to incorporate the Holder 2's name as the Holder 2 died after Holder 1.Theoritically, the company "A" may be correct in asking for incorporation of the Holder 2 name.Since both the holders ceased to be alive & due to the error in application can the company "A" waive the request. Further, the time lag in the court & the procedure being a cumbersome one, is it a viable solution to approach the court to incorporate the name.

Alternatively,can the company "A" waive & condone the incorporation of Holder 2 & process the Transmission of Shares based on certain relevant section or based on any judgement of any Court.

Pl advice. 

T V Krishnamurthy (None)     19 March 2018

I have a peculiar unfortunate situation. 

I am the first owner of shares in a listed company joint with my mother. My mother is no more and I do NOT have the death certificate. I have NOT made nomination.

1. Is there a way to ensure that my daughters will inherit the shares after my death?

2. Is there a way to get the shares transmitted to myself without roof of death? 

3. Is there a way to get presumed dead and get shares transferred?

 


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