Board Resolution for Transmission of Shares in case of Death

Transfer of shares happens when the shareholder is alive and is able to complete the transfer formalities by submitting securities transfer form and other necessary documents with the company or by transferring shares through his demat account.

Transmission of shares happens in case of the death of the shareholder, where in his absence his nominee/heir/successor applies to the company for transfer of shares by submitting necessary documents.

Following templates of the extract of the minutes with board resolutions are in case of transmission of shares.

In case of Death of the Shareholder himself

(1) Where Nomination form of the deceased Shareholder exist

#. Transmission of Shares

It was brought to the notice of the board of directors that a request letter in writing is received from Mr. ................ and Mr. .................., the nominees of an existing shareholder Mrs. ................, intimating the news of the death of Mrs. ...................., in whose name ........... equity shares of Rs. .../- each in the company is registered.

It was further informed that the nominees have submitted the following documents, which were placed before the meeting:
(i) An original and a certified true copy of the Death Certificate of the deceased shareholder;
(ii) Original share certificates;
(iii) A certified true copy of the Succession Certificate by the competent court with a photocopy of the same;
(iv) A certified true copy of the Probate of Will by the competent court, if any.

The nominees have elected themselves to be the registered holders of the above mentioned shares.

Upon motion duly passed and seconded, it was:

“RESOLVED THAT the death of Late Mrs. .................., a shareholder, be noted.

FURTHER RESOLVED THAT the ........... equity shares of Rs. ..../- each having distinctive nos. ......... to ........... and certificate no. ......, presently registered in the name of Mrs. ................., who has deceased, be transmitted to and registered in the name of Mr. .................. and Mr. ......................., being the nominees of the deceased shareholder.

FURTHER RESOLVED THAT (Name of the Person), (Designation) be and is hereby directed to enter the details of the nominees as members of the company in the Register of Members and to do all such acts, deeds and things in connection therewith or ancillary thereto.” 


(2) Where Nomination form of the deceased Shareholder does not exist

#. Transmission of Shares

The Board was informed that a notice is received from Mrs. ..................., wife of an existing member Mr. ..............., intimating his sad demise on (date). As per company records, Late Mr. ............ is the holder of ......... equity shares of Rs. .../- each. She has requested for transmission of his shareholding in her name. She has provided the following documents, which was perused by the Board.

(a) An original and a certified true copy of the Death Certificate of the deceased shareholder;
(b) Original share certificates;
(c) A certified true copy of the Succession Certificate by the competent court with a photocopy of the same;
(d) A certified true copy of the Probate of Will by the competent court, if any.

Upon motion duly passed and seconded, it was:

“RESOLVED THAT the death of Late Mr. .................., a shareholder, be noted.

RESOLVED FURTHER THAT the (number) equity shares of Rs. .../- each having distinct nos. ....... to .......... and certificate nos. .... & ...., presently registered under Folio No. ........... in the name of Mr. ..................., who has deceased, be transmitted to and registered in the name of Mrs. ....................

RESOLVED FURTHER THAT (Name of the Director/CS/Officer), (Designation) be and is hereby directed to enter the details of Mrs. ................ as a member of the company in the Register of Members and to do all such acts, deeds and take such steps in connection with the foregoing resolution.”


In case of Death of one of the Joint Shareholders

#. Transmission of Shares

It was brought to the notice of the Board that a letter is received from Ms. ....................., who has a joint shareholding with Mr. ................., for ............. equity shares of Rs. ..../- each in the company, intimating the sad news of the demise of Mr. ................. She has also provided an original and a certified true copy of the Death Certificate of the deceased shareholder, which was placed before the Board for perusal.

Ms. ..................... has requested for the deletion of the name of the deceased shareholder from the Register of Members from the joint-holding and the shares be registered in her name only.

Upon motion duly passed and seconded, it was:

“RESOLVED THAT the death of Late Mr. .................., a shareholder, be noted.

RESOLVED FURTHER THAT the name of Late Mr. .................... be deleted from the Register of Members of the company under the Folio No. ........... from the joint shareholding with Ms. ................... for (number) equity shares of Rs. .../- each having distinct nos. ....... to .......... and certificate nos. .... & .... and that Ms. .................... be the sole holder of shares under the Folio No. ...........

RESOLVED FURTHER THAT (Name of the Director/Officer), (Designation) be and is hereby authorised and directed to do all such acts, deeds and take such steps in this connection to give effect to the foregoing resolution.”