Company cannot execute gift deed in favour of director

a company is an artificial person, it cannot claim to get or give love and affection. Hence a company cannot give gifts and hence cannot execute a gift deed

2)as per the provisions of section 188 of the Companies act 2013, selling of property by the Company to director is the related party transaction and if the sale value of the property is more than 10 percent of the net worth of the Company, Company has to pass ordinary resolution in the general meeting and if the sale value is less than 10 percent of the net worth of the Company, no need to pass any ordinary resolution

4) . Entry in the registers has to be made under the provisions of section 189 of the Companies Act 2013 which has to be ratified by the Board in every next Board meetig but if the transaction is in the ordinary course of business and arm lenght basis no need to approve the transaction at every Board meeting as it would not invlove any differential of interest.

The directors can go for voluntary winding up of the company and deal with the assets of the company as mutually agreed between them 

If you are purchasing property in the name of a director on behalf of the company, then it becomes a property of the company.

You should be specific at the time of purchasing the land. Kindly make an agreement between you and other directors and pass a resolution at the annual general meeting for your safety in the future.

In general sale of properties in the name of the company has to be authorised by its share holders in its General body meeting. vide section 293 of companies act.

A Company has an Independent Legal Existence and is a different legal person in the eyes of law. Therefore, just like a normal person, a company can own properties / assets in its own name and the assets are not needed to be purchased in the name of a shareholder.

neither a shareholder nor a Director has any right in the property and assets of the company, which is a separate juristic entity distinct from the shareholders. The shareholder who buys shares does not buy an interest in the property of the company which is a juristic person, entirely distinct from the shareholder. The shareholder as an investor becomes entitled to participate in the profits of the company, and have a say in the management as per law. He can claim the left over assets of the company in case the company is wound up.

Dear client,

In India, the division of assets among directors when closing a company involves several legal considerations, including company law and property laws. The Companies Act, 2013, governs the closure of companies in India. When a company is winding up, the assets are generally liquidated, and the proceeds are used to settle the company's debts and liabilities. After settling debts, the remaining assets, if any, are distributed among the shareholders. If you and your co-founder wish to divide specific assets, such as land or property, among yourselves before winding up the company, you may need to follow legal procedures to ensure a transparent and lawful process. This might involve obtaining the consent of other shareholders, compliance with company law, and adherence to any relevant provisions in the company's Articles of Association.

If you're not planning to close the company but still want to distribute or share specific assets among the directors, there are several approaches you could consider.

1. Declaration of Dividends: If the company is financially stable and has accumulated profits, you can declare dividends. This method involves distributing profits among shareholders in proportion to their shareholdings. As directors, you and your co-founder could receive dividends in this manner.

2. Share Transfers: Depending on the company's structure and the rights associated with different classes of shares, you may be able to transfer shares or issue new shares to allocate ownership of specific assets. This could be done by issuing new shares to specific directors or by transferring existing shares.

3. Asset Distribution within the Company: If the assets are not essential for the company's operations and there's a mutual agreement among all stakeholders, the company could transfer ownership or usage rights of specific assets to individual directors. However, this needs to be documented and executed according to legal procedures.

4. Trusts or Agreements: You might establish a trust or enter into agreements that outline the ownership or usage rights of particular assets among the directors while keeping them under the company's umbrella.

5. Leasing or Licensing: Instead of transferring ownership, the company could lease or license specific assets to directors, allowing them to use or benefit from those assets without transferring ownership outright.

You can reach out to us for further assistance

Yes it can be done after winding up