Hello all,

my father have a partnership with 3 other people and formed a private limited company in India on 2008. Company is not running profitably. The last two annual reports shows that around 2-3 core liability as an unsecured loans from 1 of of our director and one of the director’s son. Due to the huge amount of liability, we, the directors mutually (verbally) agreed to transfer all our shares to 2 of the directors who are willing to take the liability and assets, if we give them our shares.

I would like to know what is the proper procedures to carry out this take over.?

1)Should i have the liability responsibility during the period i was serving the directorship of the company, even though i transfer the shares to the buying director.? if thats the case, is there any paperwork i should do, while i transferring my shares to him.?

2)Should i make a stamp paper agreement with all the directors ? if i have to, what kind of stamp paper will accept civil courts in India.?

3)If this take over details should be officially documented as a board of resolution? (Like, all the liabilities and assets are transferring to the buyer with the prize of the other directors shares on the company)

4)Could you please help me to advice me what should i do to avoid any future issues. once again thank you so much for your help.