Transfer of Shares
Transfer shares of a private limited company with a properly stamped SH-4 deed, board approval, updated share certificates and register of members — fully compliant with the Companies Act 2013.
Transfer shares of your company
Share the details of the transfer. We will handle the deed, stamp duty, board resolution and certificates.
Talk to a CS →A complete share transfer package
Form SH-4 Deed
Drafting of the instrument of transfer (Form SH-4) in the prescribed format — signed by transferor and transferee.
Stamp Duty
Calculation and payment of applicable stamp duty on the transfer deed before execution.
Board Resolution
Board resolution approving the transfer and authorising cancellation of old and issue of new share certificates.
New Share Certificates
Preparation and issue of new share certificates in the transferee's name within 1 month of board approval.
Register of Members
Update of the Register of Members and Register of Share Transfers to reflect the new ownership.
AOA Compliance Check
Review of AOA restrictions (right of first refusal, director approval) before proceeding with transfer.
What is needed for a valid share transfer
Form SH-4 Execution
The transfer deed (SH-4) must be executed by both transferor and transferee with proper signatures and date.
Stamp Duty Paid
SH-4 must be stamped at 25 paise per Rs 100 of value (consideration or face value, whichever is higher) before execution.
SH-4 Delivered Within 60 Days
The executed and stamped SH-4 must be delivered to the company within 60 days of its date of execution.
Board Approval
Directors must pass a board resolution approving the transfer — especially where AOA gives right of refusal.
AOA Right of First Refusal
If AOA requires existing shareholders to be offered shares first, this must be complied with before transfer to outsider.
New Certificates Within 1 Month
New share certificates must be issued to the transferee within 1 month of board approval of the transfer.
SH-4 must be stamped before or at the time of execution. An unstamped or under-stamped SH-4 is inadmissible as evidence and the transfer may be rejected. We calculate and confirm the exact stamp duty before the deed is signed.
Common issues in share transfers
Simple steps, no surprises
Transfer details confirmed
Number of shares, consideration, transferor and transferee details — and AOA restrictions reviewed upfront.
SH-4 drafted & stamped
Transfer deed drafted, stamp duty calculated and paid, and deed executed by both parties.
Board resolution passed
Board resolution approving the transfer passed and minutes maintained in company records.
Certificates & registers updated
Old certificates cancelled, new certificates issued and Register of Members updated.
Other services you may need
Frequently asked questions
The transferor executes Form SH-4 (Share Transfer Deed) which is stamped, signed by both transferor and transferee, and submitted to the company. The board approves the transfer, cancels old share certificates and issues new ones to the transferee.
Stamp duty on transfer of shares is 25 paise per Rs 100 of the consideration or the face value of shares, whichever is higher. The SH-4 must be stamped before or at the time of execution.
Yes. The AOA of a private limited company typically gives directors the right of refusal to register a transfer. If refused, the company must notify the transferor within 30 days.
Form SH-4 is the instrument of transfer prescribed under the Companies Act 2013 for transfer of shares. It must be duly stamped, signed by both parties and delivered to the company within 60 days of execution.
For private limited companies, share transfers do not require a direct MCA filing. However, the Register of Members must be updated and the new shareholding will reflect in subsequent annual filings such as MGT-7.
Old share certificates are surrendered to the company, cancelled and new share certificates are issued in the name of the transferee within 1 month of the board's approval of the transfer.
Ready to transfer shares of your company?
Tell us the transfer details. We will handle SH-4, stamp duty, board resolution and share certificates.