Form 6 – How to issue or transfer shares in a Private Limited Company | Step-by-Step Guide

When you’re looking to bring in new investors to your business, increase your percentage of shares, or even exit a company – one of the main things you will look to do is either issue or transfer shares. 

Obviously, there are a lot of other scenarios in which you’ll need to make changes to your shares.

You might be looking to issue initial shares when you’re registering, or even transfer some of the existing shares to other shareholders.

But, how do you exactly do this?

Both of these scenarios have their own unique processes. 

However, these processes aren’t common knowledge, and most businesses aren’t aware of the laws and regulations they need to follow. 

This often leads to a lot of confusion and inefficiency in most companies.

So, if you’re looking for the right way to issue or transfer shares in your Private Limited Company, this blog will guide you.

It will walk you through how to issue shares using Form 6, and transfer shares using a ‘Share Transfer Form’.

Let’s get started. 

What is a share issue? 

Before we answer this question, we need to understand what a share is. 

Think of a share as a piece of a company. 

Company owners usually divide an organization into really small pieces and sell them off in exchange for money. 

When you buy a piece or even a few pieces – you end up owning a part of a company. 

Companies use the money they acquire from selling shares to grow throughout. 

Limited Companies like Private Limited Companies or Public Limited Companies both issue shares. 

The difference between these two companies is that Private Limited Companies only issue shares to a limited number of select buyers, while the other sells its shares to the general public via the stock market. 

Whoever holds ‘shares’ are called shareholders.

In return for buying the shares, shareholders are paid ‘dividends’ 

As of recent ROC procedural updates, Form 6 must be filed through the e-ROC platform. 

Things to remember

Your company undergoes an initial share issue during the company registration process. 

This is because, whenever you register a Private Limited Company in Sri Lanka, you need to have at least one shareholder.

In order to appoint this shareholder, your company issues shares for the first time and records the initial shareholders of the company by way of Form 1 at the moment of company registration. 

After your initial share issue, you may need to issue additional shares of your company. You would usually do this in order to bring in new investors to the company. 
You have to follow a completely different procedure in order to do this.

That is the process we’re talking about in this blog.

If in case you’re looking for the process to issue your shares for the first time (while registering your Private Limited Company), read our blog about how to register a Private Limited Company in Sri Lanka.

Note:

• Form 1 is used at the time of incorporation to declare the initial shareholding. 
• Form 6 is used after incorporation to record new share issues.

Always check your Articles of Association and any Shareholders’ Agreement before issuing or transferring shares, as these may include:

• Pre-emption rights 
• Director/shareholder consent clauses 
• Restrictions on share issues or voting rights

So, how do Private Limited Companies exactly issue shares? 

Let’s take a look. 

How to: Issue shares of a Private Limited Company

We can divide the process of issuing shares into three main steps:

Step 01: Call a board meeting 

Step 02: Pass a board resolution

Step 03: Submit the relevant documents

Let’s take a look at each step in a little more detail:

Step 01: Call a board meeting

To begin the process of issuing shares, you first need to call a meeting with the company’s board of directors.

During this meeting, you will have to decide on:

1. The number of shares that are going to be issued.

2. The price point of each share.

3. Whether you want to raise the same class of shares or above the existing ranks. These ‘ranks’ will decide on the voting and distribution rights of the new shareholders. 

Step 02: Pass a board resolution 

Once you decide on the number of shares the company is going to issue, you need to pass a board resolution. 

The Registrar of Companies (ROC) will file this board resolution as proof that the entire board of directors are in favour of the share issue.

Things to remember

When you’re issuing new shares of a company, you need to first offer them to your existing shareholders.

If your company’s Articles of Association or a Shareholders’ agreement includes pre-emptive rights, new shares must be offered to existing shareholders. If no such provisions exist, the company may issue shares directly to third parties.

However, this depends on whether this obligation is mentioned in your articles of association. So, make sure to check your articles before you issue shares. 

Once you pass the board resolution, it means that you’re ready to offer the shares to your shareholders.

However, you need to also communicate this to the Registrar of Companies (ROC).

Let’s take a look at how you can do that.

Step 03: Submit the relevant documents

For share issues specifically, Form 06 should be filed with the ROC.

You need to submit the completed Form 6 along with the board resolution to the Registrar of Companies. 

Additionally, you must:   

• Record the allotment in the Register of Shareholders 
• Updates your company’s statutory records and minute books accordingly

What happens after a share issue?

There are a couple of things that follow a company’s share issue:

1. You need to add the names of the new shareholders to your share register.

2. Within 20 working days from the date of issue, you must file a notice with the Registrar of Companies (ROC) using Form 6, stating:

• The number of issues shared 
• The amount of the consideration for which the shares have been issued or its value as determined by the board.

The amount of the company’s stated capital following the issue of the shares.

3. Once the ROC accepts your notice, you need to issue a ‘Share Certificate’ to your new shareholders. 

This share certificate will act as evidence of the shareholder’s ownership of a part of the company + define the number of shares they own

4. If the ROC finds that all the documents are in order, they will stamp Form 06 and give you a certified copy of it.

Institutions like banks will view your share issue as valid and lawful only if you have this stamped copy of form 06 with you. 

Once the ROC acknowledges the allotment or transfer, you must:

• Update your Register of Shareholders 
• Issue updated Share Certificates within a reasonable time (preferably within 14 days)
• Keep proper minutes of board decisions for audit compliance 
• If any of the new shareholders are also being appointed as directors, you must additionally file Form 20 with the ROC to update the company’s director register.

What is a share transfer? 

As you grow your business, some shareholders may want to transfer their existing shares to other people. 

They can transfer these shares either by a sale or agreement. 

If they’re selling their existing shares, they can:

1. Sell to outside individuals OR;

2. Corporate entities such as another limited liability company.

Existing shareholders can also transfer shares to each other. They usually do this to change the proportion of shares they own. 

Why do people transfer shares?

There are a few scenarios where shareholders would transfer their shares.

Here are a few:

1. Existing shareholders want to transfer their shares to other existing shareholders. 
2. Existing shareholders want to transfer their shares to new shareholders (usually new investors).
3. Existing shareholders want to change the proportion of their shares in the company.
4. Existing shareholders want to transfer all their shares and leave the company.

How to: Transfer shares in a Private Limited Company

Step 01: Pass a board resolution

Step 02: File in the relevant documents 

Step 03: Cancel the old share certificate (optional) 

Step 04:  Draw up a share transfer agreement (optional) (While not always mandatory under the Companies Act, a Share Transfer Agreement is highly recommended, especially where:

• Share value is contested
• Special rights or restrictions are in place
• The company’s articles require it.)

Step 05: Issue a new share certificate

Step 01: Pass a board resolution 

Before you decide to transfer your shares to someone else, the board of directors need to approve this change.

In order to do this, you need to organize a board meeting, discuss the impending transfer, and pass a board resolution as a sign of their approval. 

Similar to issuing shares, you can begin transferring your shares once the board resolution is passed. 

Likewise, you need to communicate this to the ROC. 

Let’s take a look at how you can do that.

Step 02: File in the relevant documents 

You need to fill in and submit a ‘Share Transfer Form’ + the board resolution to the Registrar of Companies. 

Step 03: Cancel the old share certificate (optional)

You can also cancel the share certificate of the transferee.

However, this is optional. 

Step 04: Draw up a share transfer agreement (optional) 

If you want to further document the transfer, you can draw up a share transfer agreement.

This can map out:

1. The details of the transferer. 

2. The details of the transferee. 

3. Terms of the transfer.

4. Value of a share at the time of transfer.

5. Number of shares transferred.

Step 05: Issue a new share certificate

Once the shares have been transferred, you have to issue new share certificates to both the transferor and transferee. 

Let Simplebooks take care of the paperwork for you!

Issuing or transferring new shares of a company can be quite the handful.

There is a lot of paperwork to be filled in, processed and submitted amidst the chaos.

However, you don’t need to deal with the hassle yourself – let a professional take care of the messy documentation.

As a registered company secretary, Simplebooks has been helping businesses with their share issues and transfers for years.

1. We could help you too!
2. Process the paperwork.
3. Fill in the necessary forms.
4. Submit the documents to the ROC.
5. Liaison with the Registrar on your behalf.
6. Prepare share certificates. 

FAQs