Documentation for Wholly Owned Subsidiary

[Taruna Amarpuri]

Dear All,

If a Private Company wants to acquire 100% shares of another Private Company, it means the Holding- Subsidiary relationship is made between them. Please advice, what documents need to be prepared for making one company as the Wholly Owned Subsidiary of another Company. Is any formal agreement required to be prepared, or simple signing of transfer Deeds is enough? As there must be at least two subscribers at a time.

Please advice.

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Regards,

CS Taruna amarpuri

[chandan dubey]

You need to made a benifical interest declaration under section 187C

 

 

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[jayesh sharma]

Hi,

For acquiring a wholly owned subsidiary, just transfer 99 (for eg) shares to the company directly and balance 1 share can be transferred jointly in the name of company and any other person. Correct me if i am wrong.

Thanks,

Jayesh sharma

[anjali bansal]

Hi

 

you need to draft the following docs:

 

1. Share Purchase Agreement (although optional but highly recommneded)

2. executing share transfer deeds

3. endorsement on the back of share certificates

4. obtaining resolution for appointing nominee for holding one share on behalf of holding comoany and relevant declaration u/s. 187C

5. filing form 22B with the ROC

6. relevant entries in the register of members, share transfer reigister

7. relevant entries in the registers of holding co. i.e. the register maintined u/s. 49.

8. relevant accounting entries in the books of holding co. (for paying consideration and investment) and in the books of transferor

Thanks

 

Anjali

[Taruna Amarpuri]

Thanks a lot to you all for your valuable suggestions..