Share Transfer, Allotment & RJSC Form 117

Corporate equity adjustments require strict adherence to company constitutional articles, statutory stamp duty, and regulatory filings. ZCA LEGAL assists private and public companies, angel investors, and foreign shareholders in executing equity transfers and capital restructuring under the Companies Act 1994 and RJSC guidelines.

Key Corporate Secretarial Services

• Form 117 Share Transfers: Drafting and executing statutory instruments of transfer (Form 117), calculating and paying non-judicial physical stamp duties, and securing Board of Directors approval.
• AOA Pre-Emption Compliance: Navigating right of first refusal (ROFR) and pre-emption rights among existing shareholders before transferring equity to external purchasers.
• Fresh Share Allotments (Form XV): Executing capital issuances, Board and EGM resolutions, and filing Return of Allotments (Form XV) with the RJSC.
• Cross-Border Share Transfers: Managing equity transfers involving non-resident foreign investors in compliance with Foreign Exchange Regulation Act (FERA) and Bangladesh Bank inward/outward remittance rules.
• Increase of Authorized Capital (Form VIII): Amending Memorandum capital clauses, convening Extraordinary General Meetings (EGM), and processing RJSC statutory approvals.
• High Court Share Rectification (Section 43): Filing company petitions before the High Court Division Company Bench for rectification of register in cases of fraudulent or unauthorized share cancellations.

Protecting Shareholder Value

We ensure every equity transfer is backed by watertight Share Purchase Agreements (SPA), escrow provisions, and certified RJSC acknowledgement records.