a private company enjoys a special right of restricting the transferability of shares, which enables them to maintain ownership

2). However, the restriction on transfer of shares in a private company is not applicable in certain cases such as, on the right of a member of the company to transfer his share to his legal representative & in event of death of a shareholder, the transfer of share to his legal heir cannot be restricted.

3)Articles of association a private company provides that the shares are to be sold under pre-emption clause at a fair price determined by directors or the company's auditors. It may also be provided that the fair price would be certified by the company's auditors. If the pre-emption clause requires that the shares are required to be offered to other members at a price certified by the directors or auditors, the Courts are not in a position to enquire into the correctness of valuation, unless there is evidence that valuation was not correctly made.

you can have such a clause in your AOA restricting transfer of shares . the shares to be transferred to other shareholders at price fixed by the auditors of company

1. A director can leave the Company only after transferring his share of the said company to any other share holder of the said Company or to any outsider.

2. The price of the shares held by him will be fixed mutually by himself and the buyer.

3. Such selling of shares to other directors of outsider should be as stipulated in the AoA of the Company.

1. It is a free country and you can not fix the price at which the leaving director shall sell his shares to others.

2. The company might have bright future as per him and he might be leaving for ill health and in that case he can not be forced to sell his shares at a rate fixed by the auditor/valuer.

3. The company may not be in good shape and there might be no body in the Company to buy his shares at the rate fixed by the auditor/valuer and in that case will he not be able to sell his said shares at a price below what has been fixed by the auditor/valuer?

4. He is entitled to sell his shares at a price he gets from the other directors or outsider.

He would be at liberty to sell his shares at the rate he gets from other share holder/s or from outsiders if selling to outsider is permitted as per the AoA.

Yes you have such right to put bar on the transfer of shares of the company. It is a private limited company and you have right to protect interest of the directors therefore you have right to put some bar on transfer of right to preclude a strange person to join your company.

Directors and company secretaries will often change over the life of a company. Changes will arise for a variety of reasons including:

resignation as a director upon retirement;

director death – see how to deal with the death of a company director;

director resignation due to serious ill health;

a director resigning to move to a new job;

director resignation following disagreement with the other directors or company shareholders – for example, where shareholders decline to re-elect a director or vote to remove a director from the board; and

disqualification as a director.

Is the director also a shareholder? If so, is there a requirement under the company’s articles of association for their shares to be transferred? Even if the articles do not require the transfer of a retiring director’s shares, doing so is often the most amicable solution for all parties when a director ceases active involvement in the company.

i am little bit confused with the answer that you had provided, but after gone through your answer what i am feeling is " In AOA we can put the clause like , If anyone of the directors leave the company, they have to transfer the shares also at the price fixed by the Auditors of the Company or independent Valuer".

An agreement to transfer between business partners may be reduced to writing;

Before agreeing to buying shares the purchaser may, particularly if the amounts are significant, wish to obtain a professional valuation and draw up a detailed contract for the purchase. Here we’ll assume that the buyer has satisfied themselves.