• Private limited company property settlement with director

Myself and my wife are the directors for my private limited company which has a real estate property registered in its name. Money to buy the property was entirely given from my earnings -all tax deducted earnings. The company doesn’t have any earnings and other liabilities for now. Now we want the property to be settled in our names (as individuals and not company directors) for the loan repayment/ credit due to me from the company. How to go about it.
Asked 2 years ago in Property Law
Religion: Hindu

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12 Answers

company cannot execute gift deed in favour of its directors 

 

a company is artificial person cannot get or give love and affection . hence company cannot execute gift deed 

 

3) company can sell property to you . board resolution has to be passed for sale of property for repayment of loan 

Ajay Sethi
Advocate, Mumbai
99775 Answers
8145 Consultations

Section 19 (2) (f) and (g) provides that, in the absence of a any usage or customs of trade to the contrary, the implied authority of a partner does not empower him to acquire immovable property of behalf of the firm or to transfer immovable property belonging to the firm.

From the a persual of these provisions it would be abundantly clear that whatever may be the character of the property which is brought in by the partners when the partnership is formed or which may be acquired in the course of the business of the partnership it becomes the property of the firm and what a partner is entitled to is his share of profits, if any, accruing to the partnership to a share in the money representing the value of the property. NO doubt, since a firm has no legal existence, the partnership property will vest all the partners and in that sense every partners has an interest in the property of the partnership. During the subsisting of the partnership, however, no partner can deal with any portion of the property as his own.

It is also provided that unless the contrary intention appears, property and rights and interests in property acquired with money belonging to the firm are deemed to have been acquired for the firm. Section 19 deals with the implied authority of the partner to act as an agent of the firm and it is provided in Sub-clauses (f) and (g) of Sub-section (2) of Section 19 that a partner does not possess implied authority to acquire immovable property on behalf of the firm or to transfer immovable property belonging to the firm.

 

T Kalaiselvan
Advocate, Vellore
89977 Answers
2492 Consultations

In order to transfer the property from the company to your personal names, you will likely need to follow certain legal procedures and requirements. Here are some steps you may consider:

 

Consult with a legal professional: It is advisable to consult with a lawyer who specializes in corporate and property law. They can provide personalized advice based on your specific situation and local regulations.

 

Review the company's articles of association: Check the company's articles of association to determine if there are any provisions that govern the transfer of company assets or require shareholder approval.

 

Obtain shareholder approval: If the articles of association or any shareholder agreements require it, you may need to obtain approval from the company's shareholders to transfer the property.

 

Conduct a valuation: Have the property professionally valued to determine its fair market value. This will be important for any financial transactions related to the transfer.

 

Draft a transfer agreement: Work with your legal professional to draft a transfer agreement that outlines the terms and conditions of the property transfer. This agreement should specify that the property is being transferred from the company to your individual names.

 

Seek consent from relevant authorities: Depending on your jurisdiction, you may need to seek consent or approval from governmental or regulatory bodies for the transfer. This could include obtaining clearance from tax authorities or complying with any specific regulations regarding property transfers.

 

Update property registration: Once the transfer agreement is finalized, you will need to update the property registration documents with the appropriate authorities to reflect the change of ownership.

 

Consider tax implications: Transferring the property from the company to your personal names may have tax implications. Consult with a tax professional to understand any tax obligations or benefits associated with the transfer.

Anik Miu
Advocate, Bangalore
11014 Answers
125 Consultations

The company needs to be wound up

Prashant Nayak
Advocate, Mumbai
34514 Answers
249 Consultations

The procedure is the same because this property is on the name of firm and not on the individual name 

T Kalaiselvan
Advocate, Vellore
89977 Answers
2492 Consultations

Pass a resolution for sale of property in repayment of loan 

Ajay Sethi
Advocate, Mumbai
99775 Answers
8145 Consultations

Best way is to dissolve the private limited company.

 

If you still wants company to be retain than both directors of the company can sell or transfer the property on individual name. but it may be taxable for individual. 

 

If company is running in the losses then kindly transfer the money in company account by selling property to individual account.

 

Ganesh Kadam
Advocate, Pune
13008 Answers
267 Consultations

- As per Section 188 of the Companies act ,  selling of property by the Company to director is the related party transaction and if the sale value of the property is more than 10 percent of the net worth of the Company, the Company has to pass ordinary resolution in the general meeting and if the sale value is less than 10 percent of the net worth of the Company, no need to pass any ordinary resolution.

- Hence, without passing the resolution of sale of company's property , you cannot sell the property which is in the name of company.

- Since, you two are only directors of the company , then you can pass a resolution to transfer the company's property in one of you for selling for the reimbursement of the losses. 

Mohammed Shahzad
Advocate, Delhi
15814 Answers
242 Consultations

Only option is that company being legal person - you have to purchase the property from company or gift deed. 

Yogendra Singh Rajawat
Advocate, Jaipur
23079 Answers
31 Consultations

Still it can be wound 

Prashant Nayak
Advocate, Mumbai
34514 Answers
249 Consultations

1 It depends upon clauses contained in the Memorandum of Association (MOA)/  Articles of Association AOA of your company

2. The objects of the company ie., the business 

3. How you had brought up the sources of your money to purchase the same in the accounts of the company

  

S Shree Narasimhachaary
Advocate, Chennai
21 Answers
4 Consultations

Dear client,  I need more information 

Anik Miu
Advocate, Bangalore
11014 Answers
125 Consultations

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