ROC compliance
Share transfer
Transfer shares in your private limited company from one shareholder to another, by sale or gift. We check the AOA's transfer rules, prepare the share transfer deed (SH-4), work out the stamp duty and fair value, and record the transfer in the company's registers. If the shares have to be in demat form, we explain how the transfer is done through the depository.
- AOA transfer rules and approvals checked
- SH-4 transfer deed and board approval
- Registers and share certificates updated
- Fair value checked under the income tax rules
- 4.9 on Google (222 reviews)
- Work done by chartered accountants
- 100% online, anywhere in India
- Since 2017
Price
Share transfer
₹2,999+ ₹540 GST
3–5 working days after the deed is signed
- Check of the AOA's transfer rules and any right of first refusal
- SH-4 share transfer deed drafted
- Stamp duty worked out for you
- Fair value check under the income tax rules
- Board resolution approving the transfer
- Register of members and register of transfers updated
- Share certificates endorsed or reissued
- BEN-2 filing, if a significant beneficial owner changes
Fees are before 18% GST. Stamp duty on the transfer is paid at actuals. A registered valuer's report, depository charges or FEMA filings, where needed, are quoted separately.
Who needs share transfer
- Co-founders buying out a partner who is leaving
- Shareholders gifting shares to family members
- Investors buying shares from existing shareholders
- Companies tidying up their shareholding before raising funds
Documents you'll need
From the seller and buyer
- PAN cards and addresses
- The agreed price, or details of the gift
- Original share certificates, if the shares are held physically
- Demat account details, if the shares are in demat form
From the company
- AOA, and any shareholders' agreement
- Register of members
- Latest audited balance sheet, for the fair value check
You upload these from your order page after you pay. Scans or clear phone photos are fine.
How it works
- 1
Check the rules
We read the AOA and any shareholders' agreement for transfer restrictions, rights of first refusal and approvals needed.
- 2
Price and tax
We work out the shares' fair value under the income tax rules and tell you the tax effect of selling or gifting below it.
- 3
Transfer deed
We prepare SH-4. The seller and buyer sign it before a witness, and the stamp duty is paid.
- 4
Board approval
The company receives the deed and the share certificates, and the board approves the transfer.
- 5
Registers and certificates
We update the register of members, endorse or reissue the share certificates, and file BEN-2 if the transfer changes a significant beneficial owner.
Physical and demat shares
Most private companies that aren't small companies must now issue shares only in demat form, and their shareholders have to dematerialise shares before transferring them. The transfer then happens between demat accounts, and the company's records are updated through its registrar and transfer agent.
Small companies can still hold and transfer physical shares. The transfer is done with a deed in SH-4, signed by both parties, stamped, and delivered to the company with the share certificates.
Tax on a share transfer
The seller pays capital gains tax on any profit. If shares are sold below their fair market value as worked out under the income tax rules, the seller's gain is counted at that value. A buyer who pays less than fair value, or receives the shares as a gift, may be taxed on the difference, though gifts from relatives as the law defines them are exempt.
Transfers to or from a non-resident also follow FEMA's pricing rules and need a filing in FC-TRS through the bank. We quote for those after looking at the deal.
Frequently asked questions
Is there stamp duty on a share transfer?
Yes. We work out the amount for your transfer, and it's paid at actuals before the deed is delivered to the company.
Does a share transfer need an MCA filing?
Not by itself. The company records it in its own registers, and it shows in the next annual return. BEN-2 is filed if a significant beneficial owner changes, and demat transfers go through the depository.
Can a shareholder sell to anyone?
A private company's AOA restricts transfers. Often the other shareholders get the first right to buy, or the board must approve. We check your AOA and any shareholders' agreement first.
What if the share certificate is lost?
The company can issue a duplicate certificate after the shareholder gives an indemnity and the board approves it. We can handle that before the transfer, for a separate fee.
How long does it take?
Three to five working days once the deed is signed and stamped and the board meets. Demat transfers also depend on the depository participants.
Can shares be transferred to an NRI or a foreign company?
Yes, subject to FEMA's pricing and reporting rules, including FC-TRS. We quote for that separately after seeing the deal.