Call: +91-8588808388 Email: info@legaldev.in
logo
Equity Transactions Form SH-4 • Stamp Duty & Register of Members

Share Transfer in Private Limited Company (Form SH-4)

Execute equity transfers between founders, investors, or family members smoothly. End-to-end legal drafting, share transfer deed (SH-4), and statutory register updates.

  • Review of Articles of Association (AOA) pre-emptive rights & restrictions
  • Drafting of Securities Transfer Deed in statutory Form SH-4
  • Affixing share transfer stamps @ 0.015% under Indian Stamp Act
  • Board approval, share certificate endorsement & Register of Members update
3–5 Days
Transfer Execution
Form SH-4
Securities Transfer Deed
Statutory
Register Endorsement
Overview Eligibility Documents Process Cost & Fees Benefits FAQs

Service Overview

In a Private Limited Company, shares are transferable subject to restrictions outlined in the company's Articles of Association (AOA), such as Right of First Refusal (ROFR). Under Section 56 of the Companies Act 2013, an equity transfer requires executing a stamped Share Transfer Deed in Form SH-4 and lodging it with the company within 60 days.

Once the Board of Directors approves the transfer, the company endorses the existing Share Certificates (or issues new ones) and updates the Register of Members (MGT-1), concluding the legal transfer of ownership.

Timeline
3–5 Days
Compliance
Form SH-4
Handled By
Statutory

Legal Requirements for Share Transfer

Checklist before initiating a private share transfer:

Transferor must hold valid physical share certificates or Demat shares
Compliance with AOA pre-emption clauses (notice to existing shareholders)
Execution of Form SH-4 signed by both Transferor and Transferee
Payment of share transfer stamp duty @ 0.015% of the transaction value

Who Should - and Shouldn't - Choose This?

Good fit
Founders transferring shares to new co-founders, secondary sales to angel investors, or family equity succession.
Not a fit
Publicly traded company shares (which are transferred instantly on stock exchanges via Demat).

Required Documents

Keep these documents ready to ensure rapid, zero-query processing:

Original physical Share Certificate(s) of the shares being transferred
PAN Card and identity proof of both Transferor and Transferee
Address proof of the incoming shareholder (Transferee)
Duly filled and executed Share Transfer Deed (Form SH-4)
Proof of consideration / payment receipt for the share purchase
Board Resolution approving the registration of share transfer
All documents are stored with bank-grade 256-bit encryption and reviewed directly by certified legal experts.

Step-by-Step Process

Here is how our legal team manages the process end to end:

1

AOA Review & Notice

Verify transfer restrictions in AOA and serve notice of intention to existing members if required.

2

Executing Form SH-4

Draft Form SH-4 with share details, distinct numbers, and stamp duty @ 0.015%.

3

Submission to Company

Deliver executed Form SH-4 along with original share certificates within 60 days.

4

Board Meeting & Approval

Board convenes, reviews documents, and passes resolution registering the transfer.

5

Endorsement & Register Update

Endorse share certificate, hand over to transferee, and update Register of Members.

Cost & Fee Breakdown

Transparent pricing with zero hidden surcharges or surprise invoices:

Service Component Pricing Range Remarks / Scope
Share Transfer Stamp Duty 0.015% Calculated on total market/transaction value
Board Resolution & Deed Drafting ₹1,999 Includes SH-4, resolutions, endorsement & register update
RoC Annual Reporting Nil immediate Reported during regular annual filing in Form MGT-7

Key Benefits & Advantages

Why businesses rely on LegalDev India for Share Transfer:

Legally valid transfer protecting both buyer and seller from ownership disputes

Full compliance with Section 56 of the Companies Act 2013

Seamless endorsement of physical share certificates or Demat credit

Update of company internal statutory registers (Form MGT-1)

No immediate RoC filing required; reported in routine annual return (MGT-7)

Frequently Asked Questions

Got questions? Find clear answers from our legal advisory team:

Under the amended Indian Stamp Act, uniform stamp duty of 0.015% of the total transaction value is payable on transfer of equity shares.

Form SH-4 must be submitted to the company within 60 days from the date of its execution.

Yes. In a Private Limited company, the Articles of Association generally give the Board discretionary power to refuse a transfer, subject to Section 58.

No. Unlike director changes, share transfers do not require an immediate MCA filing. They are reported to the RoC in the next annual return (Form MGT-7).

Yes. Shares can be gifted to blood relatives or others by executing Form SH-4 with stamp duty calculated on the fair market value.

Ready to incorporate your OPC?

Let LegalDev India handle the SPICe+ filing, the documents, and any RoC queries - so you can focus on running the business.