Transfer of Shares in a Private Limited Company
Moving ownership between shareholders? TAXAJ handles the complete share transfer procedure end-to-end — drafting the Form SH-4 share transfer deed, computing & paying stamp duty, updating share certificates and the register of members, and recording the transfer with the Board — accurately and on time.
Transferring shares is one of the biggest advantages of a Private Limited Company — ownership can change hands far more easily than in other business structures. Whether a shareholder is exiting, a new investor is coming in, or ownership is being reorganised alongside a change in directors, the transfer of shares must be executed correctly under the Companies Act, 2013 after checking the company's Articles of Association (AOA).
At TAXAJ, our Chartered Accountants, Company Secretaries and legal experts manage the entire equity share transfer — from executing a duly stamped Form SH-4 transfer deed to updating share certificates, the register of members, and securing Board approval. We make the process quick, compliant and stress-free, anywhere in India.
Share transfer is a core part of corporate restructuring — and often pairs with stakeholder changes, capital changes or dematerialisation of shares.
⚖️ At a glance
- Governing law: Companies Act, 2013
- Key instrument: Form SH-4 (transfer deed)
- Stamp duty: 0.25% of consideration (25 paise / ₹100)
- Registration window: within 60 days of execution
- Requires: valid DSC & Board approval
What is Share Transfer?
The voluntary handing over of the rights (and duties) of a company member from a transferor who no longer wishes to be a member to a transferee who does. Shares are movable property and transferable unless the AOA restricts it.
The Instrument: Form SH-4
Share transfer in physical mode is executed through a Form SH-4 transfer deed, duly stamped and signed by both parties, delivered to the company with the relevant share certificate or allotment letter.
Board Approval & Registration
Every transfer must be placed before the Board of Directors (or a delegated committee) for approval. Registration enters the transferee's name in the register of members and confirms membership status.
Persons Involved in a Share Transfer
Share Transfer Procedure — Step by Step
A transparent, done-for-you workflow under the Companies Act, 2013 — you share the details, we execute the deed and complete the filings.
Check AOA & Deed
Verify the Articles of Association and obtain the transfer deed in Form SH-4, endorsed by the prescribed authority.
Stamp the Deed
Affix stamp duty per the Indian Stamp Act — 0.25% of share value — and ensure the stamp is cancelled at/before signing.
Execute & Witness
Transferor and transferee sign the SH-4 in person before a witness who attests name, signature & address.
Submit to Company
Attach the share certificate / allotment letter with the deed and deliver it to the company.
Scrutiny
Documents are scrutinised (typically 3–5 days). Mismatched specimen signatures or defects are returned.
Board Approval
The transfer is placed before the Board (or delegated committee) and approved.
Register the Transfer
The transferee's name is entered in the register of members — completing membership.
New Certificates
Endorsed / fresh share certificates are issued and acknowledgement generated.
💠 Stamp Duty on Share Transfer
As per the Indian Stamp Act, the present stamp duty on transfer of shares is 25 paise for every ₹100 (or part thereof) of the value of the shares — i.e. 0.25% of the consideration. The stamp must be affixed on the SH-4 transfer deed and cancelled at or before signing.
Documents Required for Share Transfer
- ✓Name, contact number & email ID of the DIN holder
- ✓Director Identification Number (DIN) of the authorised director
- ✓Self-attested PAN, Aadhaar & passport-size photo of the DIN holder
- ✓New shareholding pattern (post-transfer)
- ✓Existing share certificate(s) / allotment letter
- ✓Valid DSC of the authorised director
🧾 Services Covered
Drafting & execution of the Form SH-4 transfer deed · Computation & payment of applicable stamp duty · Preparation / endorsement of share certificates · Updating the register of members · Board approval & acknowledgement.
Who should buy: Every company where there is a change in shareholding — an exiting shareholder, an incoming investor, or a director takeover.
Start My Share Transfer →⏳ Time Limits
- Registration of transfer: company must register within 60 days of execution of a proper instrument of transfer.
- Transferor-only application: not registered until the company notifies the transferee, who gives a No-Objection within 2 weeks.
- Subscribers to memorandum: certificates within 2 months of incorporation.
- On allotment of shares: certificates within 2 months of allotment.
- On transfer/transmission: certificates within 1 month of receipt of the instrument.
- On allotment of debentures: within 6 months of allotment.
⚠️ Penalties for Non-Compliance
- For the Company: minimum ₹25,000, up to a maximum of ₹5,00,000.
- For an officer in default: minimum ₹10,000, up to a maximum of ₹1,00,000.
- Partly paid shares can't be registered until the transferee is notified (Form SH-5) and gives NOC within 2 weeks.
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Frequently Asked Questions
What are the steps to transfer shares physically?
What is a share transfer deed?
How much is the stamp duty on a share transfer?
How long does registration of a share transfer take?
Can shares in a private limited company be freely transferred?
Ready to Transfer Shares the Right Way?
CA · CS · Lawyer — one team for your share transfer, SH-4 deed, stamp duty and ROC compliance, anywhere in India. Tell us the details and we'll take it from there.