If a shareholder wishes to sell some or all of his shares, such shares must first be offered to other existing members of the private limited company at a price determined by the Directors or the Auditor of the Company.

2) share transfer in a Private Limited Company can be restricted by the Articles of Association (AOA). Hence, the Articles of Association of the Company must be reviewed prior to beginning the share transfer procedure.

3) The Director may have the powers to refuse registration of transfer of shares under certain circumstances – prescribed in the Articles of Association.

4) if there is no pre emption  clause then you can sell shares to B 

1) It depends on the terms of the company's Articles of Association (AoA) and Memorandum of Association (MoA). If the AoA and MoA contain a preemption clause, then person C would be able to stop the transfer of shares from person A to person B. If no such provision exists, then person C would not be able to stop the transfer.

2) It depends on the terms of the company's AoA and MoA. If the AoA and MoA contain a preemption clause, then person A would likely need to take consent from person C in order to sell his shares. If no such provision exists, then person A would likely not need to take consent from person C.

3) If there is no preemption clause specifically related to share transfer between existing shareholders of a company, then person A would not need to offer shares to person C. However, if the AoA and MoA contain a preemption clause, then person A would likely need to offer shares to person C.

No he don't have to go against his will

the shares are owned by A 

There is no restriction against A from selling his shares to an existing shareholder

even the constitution documents of the company and the private agreement do not place any restriction against A

Thus C cannot stop A from selling his shares to B without any valid or cogent reasons

the aforesaid is subject to the assumption that A acquired the shares or was the allotted the shares of the company without any fetters or condition as regards their disposal or holding 

A is not also required to offer his shares for purchase by C in absence of any pre-emption or ROFR clause operating against A 

To initiate the share transfer procedure, the following steps must be followed:

• Step 1: Review the AOA: Articles of Association of the Private Limited Company must be reviewed and restrictions, if any must be addressed.
• Step 2: Shareholder must give notice in writing to the Director of the Company about intention to transfer share of the company.
• Step 3: Determine the price as per Articles of Association at which the shares of the Company will first be offered to present shareholders of the Company. (Usually this price is determined by the Directors of the Company or an Auditor of the Company.)
• Step 4: The company must then give notice to the other shareholders about the availability of share, the last date to purchase the shares and the price at which the share are available.

If any of the present shareholders come forward for the purchase of shares, such shares must be allotted to them. In case no present shareholder is interested or excess shares are available, the same can be transferred to the outsider.

Only restriction contained the Articles of Association are considered legally binding. Any private agreement between the shareholders are not binding either on the company or on the shareholders. Further, share transfer can only be restricted by the Articles of Association. 

Dear client,  

Q1) If person A wants to transfer some of his shares to Person B, and Person B wants to accept the shares, can person C stop this?

Assuming there are no preemption clauses in the company's Articles of Association (AoA) or in any other private agreement between the shareholders, person C cannot stop person A from transferring shares to person B. As long as the transfer is in accordance with the provisions of the Companies Act, 2013, and other applicable laws, the transfer of shares from person A to person B can be made.

Q2) Does person A have to take consent from person C to sell his own shares?

In the absence of any preemption clause or any provision in the AoA requiring the consent of all shareholders for the transfer of shares, person A does not have to take consent from person C to sell his own shares.

Q3) if there is no preemption clause specifically related to share transfer within existing shareholders of a company, does person A still need to offer shares to Person C also? Even if it is against his will to offer to person C?

If there is no preemption clause in the AoA, and there is no private agreement between the shareholders requiring person A to offer his shares to person C, person A does not have to offer his shares to person C. The transfer of shares can be made directly to person B.

However, it is important to note that if person C feels that he is being unfairly treated or discriminated against by not being offered the opportunity to purchase shares, he may take legal action against the company and the other shareholders. Therefore, it is important to consider the potential consequences of any decision regarding share transfers, and to seek legal advice if necessary.

1. If the MoA and AoA do not prempt transfer of shares, C cannot have any objection legally.

2. There is no need absolutely.

3. There is no such obligation.