director resignation and share transfer

Two months back 3 of our friends started a private limited company now one of the friend(director) wants to resign his position and also return his share i.e 24 %. but we did not issues any share certificates. what is the procedure for removing him from board and return this shares etc?? please suggest 


Simple hold meeting can take his resignation on record as shares are not issued



Yes I Agree to the R C Dhurs reply n imcorm to the outgoing director Jeevn patil
Consultant & Legal Analyst

You have referred two entirely different issues, i.e., (1) resignation of director and the other (2) transfer of shares. So far as issue of shares is concerned, if he has actually subscribed as a part of paid up capital that are required to be issued as per the provisions of the company law. Non-issue of shares violates the provisions of the Company Act. Further, so far as the resignation is concerned, you will have to refer to the provisions made in the MOA & AOA of the company. Return of shares to the company has no relevance. Any one or even both the other directors should be ready to buy those shares as they may afford.




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