Share Transfer Services

Documentation, Stamp Duty, and ROC-Aligned Compliance for Transfer of Shares in Private and Public Companies

Transfer of shares - moving ownership from one shareholder to another by sale or gift - is governed by Section 56 of the Companies Act, 2013 and executed through Form SH-4. It is distinct from transmission of shares, which happens by operation of law, such as inheritance, and follows a different, generally simpler process.

Getting a share transfer right involves more than signing a transfer deed: stamp duty has to be correctly computed and paid, the board or authorised committee has to approve the transfer, the register of members has to be updated, and any restrictions in the Articles of Association - such as a right of first refusal - have to be honoured. Our share transfer services handle this process end-to-end for private and public companies.

Our Share Transfer Services

Transfer Between Existing / New Shareholders

Facilitating share transfers between existing shareholders, or the induction of a new shareholder, in line with the company's Articles of Association.

Drafting & Execution of Share Transfer Deed (Form SH-4)

Preparation and execution of the share transfer deed in the prescribed Form SH-4, along with the underlying transfer instructions.

Stamp Duty Computation & Payment

Computation of the applicable stamp duty on the transaction and coordination of e-stamping or the relevant payment mechanism.

Board Resolution & Register of Members Update

Drafting of the board resolution approving the transfer and updating the register of members and share certificates to reflect the new holding.

Transmission of Shares (Succession / Inheritance)

Support for transmission of shares to legal heirs or successors by operation of law, including the documentation required to record the change.

Restricted Transfer Compliance for Private Companies

Advisory on complying with pre-emption rights, board approval requirements, and other transfer restrictions commonly built into a private company's Articles of Association.

Key Facts About Share Transfer

Transfer of shares is governed by Section 56 of the Companies Act, 2013 and is executed using Form SH-4
Stamp duty on transfer of shares is a uniform 0.015% of the consideration or market value, applicable across every state, since the amendment to the Indian Stamp Act, 1899 took effect on 1 July 2020 - replacing the earlier, non-uniform state-wise rates that for physical transfers often ran as high as 0.25%
The company must register a duly executed and stamped transfer within one month of receiving it, subject to the board's approval
Private companies commonly restrict the free transfer of shares through their Articles of Association, such as a right of first refusal in favour of existing shareholders
Transmission of shares - by inheritance or succession, on the death of a shareholder - is different from a voluntary transfer and is generally exempt from stamp duty since no consideration changes hands
Dematerialised shares are transferred through the depository system (NSDL/CDSL) rather than a physical SH-4, with stamp duty collected automatically at the same 0.015% rate; as of mid-2026, most private companies other than small companies are required to hold and transfer shares only in dematerialised form

Frequently Asked Questions

What is Form SH-4 and when is it used?

Form SH-4 is the prescribed instrument of transfer under Section 56 of the Companies Act, 2013, used to record a share transfer between a transferor and transferee in physical form. It captures details of the shares, the parties, and the consideration, and must be duly stamped before the company can register the transfer.

What is the current stamp duty rate on transfer of shares?

Since the Indian Stamp Act amendment took effect on 1 July 2020, stamp duty on transfer of shares is a uniform 0.015% of the consideration or market value, applicable across all states. This replaced the earlier state-wise rates that varied and, for physical transfers, were often as high as 0.25%.

Is board approval required for every share transfer?

In most companies, the board or a duly authorised committee approves the transfer and directs the company to register it, based on the executed and stamped transfer deed. Private companies with restrictive Articles may also require the transfer to be offered to existing shareholders before board approval is granted to an outside transferee.

What is the difference between transfer and transmission of shares?

Transfer is a voluntary act - a sale or gift between a living transferor and transferee, executed through a transfer deed. Transmission happens by operation of law, most commonly on the death of a shareholder, where shares pass to a legal heir or successor without a transfer deed, and is generally exempt from stamp duty.

Can private companies restrict transfer of shares?

Yes. Unlike public companies, private companies are permitted under the Companies Act, 2013 to restrict the transferability of their shares through provisions in their Articles of Association, such as a right of first refusal requiring shares to be offered to existing shareholders before being transferred to an outsider.

Transfer Shares the Right Way, the First Time

SH-4 drafting, stamp duty computation, and register updates for smooth, compliant share transfers.

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