What is Share Transfer and Share Transmission? Difference between Share Transfer and Transmission as per Companies Act, 2013
Table of Content
Introduction
A transfer is an action that involves moving an asset, and for shares, this action can either be voluntary or required by law. Shares are said to be transferred when they are moved voluntarily by the shareholder and according to a written agreement. While the movement of shares is referred to as “transmission of shares”, when it occurs by operation of law, upon the shareholder’s death, if he becomes insolvent, or if he becomes insane. Here in this blog we will look into the information on “What is Share Transfer?”, “What is Share Transmission?”, And difference between Share Transfer and Transmission.
What is Share Transfer?
The intentional transfer of ownership of the shares between the transferor (one who transfers) and the transferee (one who receives) is referred to as a transfer of shares. A public company’s shares can be freely transferred unless the company has a good reason to forbid it. A private limited company’s shares cannot be transferred as easily as a public company.
What is Share Transmission?
When a share transfer takes place because the original holder has passed away, has become insane, or is insolvent at that time, it is termed as Share Transmission. The rights to the shares are granted to the transferee without the execution of a transfer document, and the transmission is only recorded if the transferee provides evidence of their claim to the shares. The shares will be given to the legal representative in the event of the holder’s death and to the official assignee in the event of insolvency.
Transfer and Transmission of Shares as per Companies Act, 2013
-
Transfer of Shares as per the rule of Section 56 of the Companies Act
It will only take effect if a proper instrument of transfer, in Form SH-4, as specified in sub-rule 1 of Rule 11 of the Companies (Share Capital & Debenture) Rules 2014, is executed by or on behalf of the transferor and the transferee and includes all the necessary information, including the transferee’s name, address, and occupation, if any. It must be presented to the company by one of the parties along with a certificate of securities or a letter of allocation of securities, as appropriate, within 60 days of the date of execution.
If the transferor submits an application for the transfer of partially paid shares, the company notifies the transferee of the application using Form SH-5 as specified in sub-rule 3 of Rule 11 of the Companies (Share Capital and Debentures) Rules 2014, and the transferee has two weeks from the date of receipt of the notice to withdraw any objections.
Suggested Read: Share Transfer Procedure in Private Limited Company
-
Transmission of Shares as per the rule of Section 56 of the Companies Act
When the application for the transmission of shares and the necessary documentation is approved, it will be impacted. Transfer deed execution is not necessary in the case of transmission of shares. The following documents are necessary for the transfer of shares.
- Self – attested copy of PAN Card
- Signature of a Successor
- Death Certificate copy
- Probate of Will/Letter of Administration/Court order
- Succession Certificate
Difference Between Share Transfer and Transmission
|
Transmission of Shares |
Transfer of Shares |
|
By “transmission of shares,” we indicate the legal transfer of ownership of shares. |
The term “transfer of shares” describes the freely given title to shares by one party to another. |
|
Affected by bankruptcy, demise, inheritance, or member insanity. |
A shareholder deliberately transfers shares to other party. |
|
The process is carried out by heir or a legal receiver of a shares. |
The transfer of share is processed by transferor and transferee. |
|
Shares’ original obligation (Liability) is still in effect. |
Once the transfer is complete, the transferor’s obligations (Liability) are discharged. |
|
In transmission of shares there is no need to pay a stamp duty. |
Stamp duty is payable on the transfer of shares. |
|
In Transmission of shares there is no need for an execution of valid transfer deed. |
In contrast, there is a need for execution of valid deed at the time of share transfer. |
|
Nothing is given in exchange at the time of Share Transmission. |
There must be adequate consideration, at the time of Share Transfer. |
Penalty for failure to comply
The firm shall be subject to a punishment of not less than INR 25,000 but not more than INR 5,00,000 for any failure to comply with the rules and regulations implied by the company law, and each officer of the company who is in default shall be subject to a fine of not less than INR 10,000 but not more than INR 100,000.
Conclusion
Both the transfer of shares and the transmission of shares aim to change who owns the shares’ title, but they differ in that the transfer of shares is a choice made by the transferee or transferor, whereas the transmission of shares is a legal requirement started by the receiver or legal representative.
Leave a Comment