Nominee shareholder
Reetu Dwivedi
(Querist) 13 December 2013
This query is : Resolved
Dear Expert
Our company is a private limited company and has two foreign shareholder, one of our shareholder wants transfer all its shares in our company to other shareholder. If it happens our company will have only one shareholder.
1. Is it permissible for Pvt Ltd Com to have only one shareholder.
2. can we make the company who is transferring all the share to other shareholder a nominee shareholder.
If not , please suggest any other option as per law.
Regards
BAALASUBRAMANNYAMM
(Expert) 13 December 2013
At least two share holders must be in existence.And hence, your Q.No.2 does not permits.
Reetu Dwivedi
(Querist) 14 December 2013
But sir sec 45 permits only one shareholder.
prabhakar singh
(Expert) 14 December 2013
Dear Author!
Allow me to say first that we can not get a Pvt.Ltd. Company incorporated and registered unless two persons subscribe as shareholder and sign the MOA.
Now it may happen, as it is going to happen in your case,that the number of shareholders gets reduced to one.
Then section 45 comes in application which offers a cooling period of six months to cure the defect by remaining single shareholder,failing which the Act holds him personally liable for debts created subsequent to the cooling period of six months.
So in nutshell after said 6 months such a company ,though known as pvt.ltd.,becomes a proprietorship firm with regards to liabilities.
Rajendra K Goyal
(Expert) 14 December 2013
Well advised by the expert prabhakar singh ji.
Reetu Dwivedi
(Querist) 14 December 2013
Dear Prabhakar Sir,
The company is already registered and we want to merge it with another company in future.
Can you please suggest me what is the process of appointing nominee shareholder and can we appoint a foreign company having no share of the company as nominee shareholder.
Reetu Dwivedi
(Querist) 14 December 2013
And if I wish to keep only one shareholder for 6 months, do I need to inform any one.
T. Kalaiselvan, Advocate
(Expert) 14 December 2013
The author has been well advised by Mr. P Singh, if more and more details are required, a proper perusal of the related law will be handy for further course of action.
Reetu Dwivedi
(Querist) 16 December 2013
Sorry Sir, but it is not that handy, that is why we come to expert. Otherwise online gyan is available 24/7 on internet.
BAALASUBRAMANNYAMM
(Expert) 16 December 2013
I have simplified the answer for your query, which is equivalent to the opinion of Shri Prabhakar Singh.
