Share Transfer
Legally Secure & Compliant

The process involves executing Form SH-4, paying stamp duty at 0.25%, submitting documents (SH-4 + Share Certificate) to the company, obtaining Board approval, updating the Register of Members, and issuing a new Share Certificate to the transferee.

Yes, stamp duty payment is mandatory for share transfer. As per the Indian Stamp Act, 0.25% of the consideration amount or market value (whichever is higher) must be paid. Without it, the transfer deed is invalid.

No, in a private limited company, the Board of Directors must approve the transfer. The board ensures the transfer complies with the company’s Articles of Association (AoA) and the Companies Act. They have the right (but not arbitrary power) to refuse a transfer if it violates the AoA.

The mandatory documents are: (1) Share Transfer Deed (Form SH-4), (2) Original Share Certificate, (3) PAN Card and Address Proof of both Transferor and Transferee, (4) Proof of Stamp Duty payment, and (5) Board Resolution (if applicable).

Form SH-4 is the standard instrument of transfer of shares prescribed under the Companies Act, 2013 (Section 56). It records the details of the transferor, transferee, shares being transferred, consideration amount, and must be signed by both parties and a witness.

Legally, the company must maximize the transfer within 1 month (30 days) from the date of submission of the duly executed SH-4 and share certificate. However, with proper documentation, it can be completed in 7-15 days depending on the board meeting schedule.

Yes, shares can be freely transferred to family members often designated as a "Gift". While gifts are tax-exempt for specified relatives, the formal process of share transfer (SH-4 execution and board approval) must still be followed, though stamp duty might differ or be minimal depending on state laws for gifts.

Yes, generally the Articles of Association (AoA) of a private limited company restricts the right to transfer shares. This usually involves "Pre-emption Rights", meaning shares must first be offered to existing shareholders before an outsider.

After death, it is "Transmission of Shares", not transfer. Transmission happens by operation of law to the legal heir or nominee. The heir needs to submit the death certificate, succession certificate (or will/probate), and request for transmission to the company.

If the company does not register the transfer (update the Register of Members), the transferee does not become a legal member. They will not have voting rights or rights to dividends. The transferee can appeal to the NCLT (National Company Law Tribunal) against refusal.

Yes, NRIs or foreign entities can transfer shares. However, this transaction falls under FEMA regulations and requires reporting to the RBI using Form FC-TRS (Foreign Currency-Transfer of Shares) within 60 days of the transaction.

For Form SH-4, physical wet signatures are traditionally required. However, for ROC filings (like MGT-7/AOC-4) describing shareholding changes, or if the board resolution is filed (MGT-14), the Director’s Digital Signature (DSC) is needed.

If stamp duty is underpaid (less than 0.25%), the Share Transfer Deed (SH-4) is considered legally defective and can be impounded by authorities. The transfer will be invalid until the deficit duty and penalty are paid.

No, the original share certificate must be surrendered. If it is lost or misplaced, the transferor must first apply to the company for a "Duplicate Share Certificate" by fulfilling formalities (indemnity bond, affidavit) before transferring shares.

We simplify the process by handling: (1) Drafting of legally compliant Form SH-4, (2) Calculation and payment of Stamp Duty, (3) Preparing documents for Board Approval, and (4) Assisting with share certificate issuance and updating company records. We ensure zero error and 100% compliance.