Transfer Shares of Your Company Legal, Fast & 100% Online
Private Limited · Public Limited · OPC · NRI Shareholders SH-4 Deed · Stamp Duty · Board Resolution · PAS-3 Filing Expert CA/CS Assistance — Done in Just 5–7 Working Days
Professional Fee Only + Stamp Duty (as applicable)
Understanding Share Transfer
What is Share Transfer in India?
FY 2025–26 Critical Update: As per MCA V3 portal migration and the Companies (Amendment) Act 2024, the return of allotment (Form PAS-3) post share transfer/allotment is now mandatory on the V3 portal. Physical SH-4 deeds must still be stamped before submission. Penalty for late or invalid transfer deed has been enhanced. SSATAX is fully equipped for V3 compliance.
Share Transfer Defined
Transfer of shares means the voluntary handing over of ownership rights in a company from an existing shareholder (Transferor) to another person or entity (Transferee) through a properly executed Share Transfer Deed.
Legal Requirement
Every share transfer in a registered Indian company must be executed via Form SH-4 (Share Transfer Deed), which must be duly stamped and signed by both parties before being submitted to the company within 60 days of execution.
Restrictions in Private Limited
Private Limited Companies have the right of first refusal in their Articles of Association (AOA) — meaning existing shareholders must first be offered shares before they can be transferred to an outsider. SSATAX ensures AOA compliance at every step.
Key Difference
Share Transfer vs Share Transmission What's the Difference?
Understanding these differences helps you plan your annual compliance calendar more effectively.
| Feature / Compliance | LLP (Form 11 / 8) | Private Limited Company |
|---|---|---|
| Meaning | Voluntary transfer of shares from one person to another | Involuntary passing of shares due to death, insolvency, or lunacy of shareholder |
| Initiated By | Shareholder (voluntary decision) | Legal heir, nominee, or official receiver |
| Form SH-4 Required? | ✔ Yes — mandatory | ✘ No — notified via letter + legal proof |
| Stamp Duty? | ✔ Yes — applicable | ✘ Not applicable |
| Consideration (Payment)? | May be with or without consideration (sale or gift) | No consideration — happens by operation of law |
| Board Approval? | ✔ Yes — required | ✔ Yes — required |
| Documents | SH-4, PAN, ID proof, share certificates | Death certificate, succession certificate / probate, indemnity bond |
| Governed By | Section 56, Companies Act 2013 | Section 56 read with Rule 11, Companies Act 2013 |
Types of Share Transfer
All Types of Share Transfer We Handle
Sale of Shares
Transfer of shares in exchange for payment between two parties. Most common type — for investment exits, buyouts, or new investor entry.
Gift of Shares
Transfer of shares without monetary consideration — between family members, to employees, or as part of business restructuring.
NRI / Foreign National Transfer
Transfer involving NRI or foreign shareholders. Subject to FEMA, RBI approval (in some cases), and Form FC-TRS compliance.
Transfer to Family Members
Shares transferred to spouse, children, parents for succession planning. May attract gift tax above ₹50,000 FMV if not immediate family.
Transfer on Death (Transmission)
When a shareholder passes away, shares are transmitted to the legal heir or nominee via succession certificate, probate, or nomination.
Transfer in Merger / Acquisition
Bulk share transfer as part of M&A, business restructuring, or demerger under NCLT-approved schemes.
Step-by-Step Process
Complete Share Transfer Process in India 2025
Review Articles of Association (AOA)
Before initiating any transfer, SSATAX reviews the company's AOA for transfer restrictions, Right of First Refusal clauses, pre-emption rights, and approval requirements. This prevents invalid or void transfers.
Day 1Offer Shares to Existing Shareholders (if Private Ltd)
If shares are being transferred to an outsider, existing shareholders must be given the right of first refusal as per AOA. SSATAX drafts the offer letter and records the response within the stipulated time period.
Day 1–2Execute Form SH-4 (Share Transfer Deed)
Both Transferor (seller/donor) and Transferee (buyer/recipient) sign Form SH-4. The deed must mention share certificate numbers, folio number, number of shares, consideration paid, and date of transfer. SSATAX drafts the SH-4 in legally correct format.
Day 2Pay Stamp Duty on SH-4
Stamp duty @ 0.25% (or state-specific rate) on the higher of consideration price or FMV is paid. The SH-4 must be physically stamped (adhesive stamp / franking / e-stamp depending on state) before submission. SSATAX guides on exact duty and stamping method for your state.
Day 2–3Submit SH-4 and Share Certificates to Company
The stamped and signed SH-4, along with original share certificates and KYC documents of Transferee, are submitted to the company. This must be done within 60 days of execution of the deed.
Day 3Board of Directors Meeting & Approval
The company's Board of Directors convenes a meeting, reviews the transfer documents, and passes a Board Resolution approving the share transfer. SSATAX drafts the Board Resolution in compliance with the Companies Act.
Day 3-5Update Register of Members (MGT-1)
The company updates the Register of Members reflecting the new ownership. The Transferee's name replaces the Transferor's name against the transferred shares.
Day 5Issue New Share Certificate to Transferee
New share certificates are issued to the Transferee within 2 months of Board approval. Old certificates are cancelled and new ones issued. SSATAX helps prepare and format the share certificates as per legal requirements.
Day 5-7File PAS-3 with ROC (if Applicable)
If the transfer involves fresh allotment of shares, Form PAS-3 (Return of Allotment) must be filed with the ROC on the MCA V3 portal within 30 days. SSATAX files PAS-3 the same day Board approval is received.
Day 6-7Stamp Duty Rates
Stamp Duty on Share Transfer — State-Wise 2025–26
Understanding these differences helps you plan your annual compliance calendar more effectively.
| State | Stamp Duty Rate on SH-4 | Notes |
|---|---|---|
| All States (General) | 0.25% of consideration or FMV (whichever higher) | As per Indian Stamp Act |
| Maharashtra | 0.1% of consideration (min ₹100) | State-specific rate |
| Delhi | 0.25% of consideration or FMV | e-Stamping via SHCIL |
| Karnataka | 0.25% of consideration or FMV | Stamp paper / franking |
| Tamil Nadu | 1% of FMV (for gift transfers) | Gift deed stamp |
| Gujarat | 0.25% of consideration | Adjudication may be required |
| Rajasthan | 0.25% of consideration or FMV | e-Stamp available |
| West Bengal | 0.25% of consideration | Physical stamp paper |
NRI & Foreign Transfers
Share Transfer Involving NRI / Foreign Shareholders
NRI Share Transfer Rules 2025
Transfers involving Non-Resident Indians (NRI), Overseas Citizens of India (OCI), Foreign Nationals, or Foreign Companies are subject to FEMA Regulations, 2000 in addition to the Companies Act.
- FC-TRS (Foreign Currency — Transfer of Shares) form must be filed with Authorized Dealer Bank within 60 days of receipt of consideration
- Pricing guidelines: shares transferred at or above FMV for resident to NRI transfers; at or below FMV for NRI to resident
- Prior RBI approval required for certain sector-specific transfers (defence, telecom, insurance, etc.)
- For NRI gift transfers between close relatives — Form FC-TRS still required; no monetary consideration but FEMA still applies
- Annual reporting to RBI (FLA Return) if FDI is involved
Why This Is Complex
Many practitioners miss the FC-TRS deadline or incorrectly calculate the pricing, leading to FEMA penalties of up to 3× the amount involved — which can be crores for even moderate transfers.
- SSATAX has handled 500+ NRI/foreign share transfers with zero FEMA violations
- We coordinate between the company, AD Bank, and RBI/FEMA filings
- Valuation of unlisted shares done by SSATAX's qualified CA team (NAV / DCF method)
- Complete FC-TRS filing support included in our service
- Post-transfer FLA return guidance provided
What You Need
Documents Required for LLP Form 11
Keep these ready our team will collect and verify everything needed for a smooth, error-free filing.
📤 From Transferor (Seller / Donor)
rom Transferee (Buyer / Recipient)
From the Company
End-to-End Documentation
We draft SH-4, Board Resolution, offer letters, share certificates, and all required MCA forms — you just sign and approve.
Fast 5–7 Day Process
From document collection to new share certificate issuance — our streamlined process ensures completion in just 5–7 working days, not weeks.
Accurate FMV Valuation
Our qualified CAs compute Fair Market Value using NAV / DCF method to ensure correct stamp duty, and to protect you from Income Tax disputes under Section 56(2)(x).
NRI / FEMA Expert Support
Specialized team for NRI and foreign national share transfers — FC-TRS filing, RBI compliance, AD Bank coordination — all handled by our FEMA-expert CA team.
AOA Restriction Review
We review your company's AOA before initiating any transfer to identify pre-emption rights, RoFR clauses, and approval conditions — preventing void transfers.
Zero Hidden Charges
We give you a complete cost breakdown — professional fee + stamp duty + any government fees — before you pay. No shock invoices after the job is done.
Free Lifetime Post-Service Support
Questions about share certificates, tax implications, or future transfers? Call or WhatsApp us — free, forever. We don't abandon clients after billing.
100% Online — PAN India
From Jaipur to Mumbai to Bengaluru to Kolkata — we serve clients across all 36 states & UTs. No physical visits needed, ever.
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Common Questions