Mou for sale of shares in a pvt ltd co.

ARUN JOGALEKAR (Querist) 23 November 2016 This query is : Resolved
Dear Sir,

I hold 50% shares in a pvt ltd co.
I have decided to sale this shares to the co-director .As per the condition of terms of sale-

1.One of the property belonging to the company has to be sold to me in my personal name.

2.Other properties to be retained by the co-director for which 50% of the agreed consideration to be paid immediately and the balance within 1 year of the date of the MOU.

Please advise, how to make this MOU secure, so, that in the event of the default of payment by the co-director to honor the terms of the agreement-the sale of share can be termed cancelled . Can the stamp paper be made on a 500/ stamp paper -notarised or will any stamp duty has to be paid on the same ?

Please guide.

Thanks !

Regards,
Gopal

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Advocate/CS Sanjeev Kataria (Expert) 24 November 2016
Draft a share transfer deed containing all the details and file it with the company for onward submission with ROC. Draft is not provided at this forum.

DR.VEDULA GOPINATH (Expert) 24 November 2016
Mr. Gopal

At the outset, as a director, please note that you cannot take the company property for the sale of your own shares.

Company is a different and distinctive legal personality other than individual shareholders and/or directors.

For selling the company assets, a separate procedure need to be followed.

You can sell the shares in the company to the existing shareholders and or directors for valid consideration.

Making a linkage to the company assets in the sale of shares, you and the company need to follow laid down legal procedure.

To guide you further, please send me company articles/MOA and latest accounts(if interested) to guide you further.

cs Dr Vedula Gopinath
corporate lawyer/arbitrator

H.M.Patnaik (Expert) 24 November 2016
Experts have thrown some light on the matter.

However, your issue being a commercial query
requiring examination of underlying documents and memo of discussion, it is better you get in touch with an experienced Company lawyer for resolving your doubts & proper guidance.