case study

case study

Illegalities in Transfer of Share

Ensuring compliance, transparency, and legality in share transactions

overview

overview

overview

Transfer of shares is a fundamental aspect of corporate functioning, governed by the Companies Act, 2013, the Articles of Association (AoA), and applicable regulatory provisions. However, disputes often arise when share transfers are executed in violation of statutory requirements or contractual restrictions. Illegalities may include transfers without proper execution of share transfer forms, non-payment or improper valuation of consideration, breach of pre-emptive rights, violation of shareholder agreements, or failure to obtain necessary board approvals. In many cases, majority shareholders attempt to bypass agreed procedures, resulting in prejudice to minority interests and triggering disputes under oppression and mismanagement provisions. Courts and tribunals, including the NCLT and NCLAT, closely examine whether the transfer complies with the AoA, whether due process was followed, and whether the transaction was conducted in good faith. Any transfer carried out in contravention of law or in a manner that is oppressive, fraudulent, or lacking transparency can be declared invalid. This reinforces the importance of strict adherence to corporate governance norms and statutory compliance in all share transfer transactions.

CS Sachin K Jhankal

CS Sachin K Jhankal

CS, LLB, MBA Founder

CS, LLB, MBA Founder

Expert Insight

“Share transfers must strictly follow statutory provisions and the Articles of Association. Any deviation not only risks invalidation but may also lead to serious allegations of oppression, mismanagement, or fraud.”

-CS Sachin K Jhankal

CS, LLB, MBA Founder

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