• Removal of Directors

A , B and C were three directors in a Pvt. Ltd Co. A held 60% of the sharesand rest amongst the family memberswhich include B and C . Recently A died and her heirs want to disrupt the company The heirs of A are 33 in number. Cant they takeover the company ? What precautionary measure one should take to prevent this takeover.
Asked 8 years ago in Business Law

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2 Answers

since the legal heirs own 60 per cent of the shares in company they can take management control

2) appoint independent directors on board

3) bring in professional managers to run the show

Ajay Sethi
Advocate, Mumbai
99775 Answers
8145 Consultations

When a shareholder dies the right to his interest in the shares will pass to whoever inherits them under his will or intestacy. The deceased shareholder's rights will be administered by his or her executors (if there is a will) or administrators of the estate if the shareholder has died intestate. (Executors and administrators are collectively known as 'personal representatives'.) The company has to accept evidence of probate of the will or letters of administration to establish the rights of the personal representatives in respect of the shares: CA 2006 sec774. The personal representatives' rights to deal with the shares are subject to the provisions of the company's articles.

A person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as the directors may properly require, elect either to become the holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the holder he shall give notice to the company to that effect. If he elects to have another person registered he shall execute an instrument of transfer of the share to that person. All the articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the member and the death or bankruptcy of the member had not occurred.

A person becoming entitled to a share in consequence of the death or bankruptcy of a member shall have the rights to which he would be entitled if he were the holder of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of it to attend or vote at any meeting of the company or at any separate meeting of the holders of any class of shares in the company.

T Kalaiselvan
Advocate, Vellore
89977 Answers
2492 Consultations

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