Last updated: 3 Nov 2026

Virtual Auditor

Company Share Transfer

Last updated: 3 Nov 2026

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Quick answer: Virtual Auditor's professional fee for a share transfer (Form SH-4) starts from ₹5,000 + 18% GST; government fees and other charges are extra.

Share transfer in a private company requires: board approval (per AOA restrictions), SH-4 (share transfer form) signed by transferor and transferee, share certificates surrendered and new ones issued, register of members updated. If foreign investor is involved, FEMA compliance (FC-TRS, valuation certificate) applies. Stamp duty varies by state. Virtual Auditor handles the complete transfer process including FEMA compliance where applicable. Quick Answer: Company Share Transfer — Company Share Transfer by CA/CS firm. Companies Act compliance. Expert filing and advisory. Virtual Auditor.

What is Company Share Transfer?

Regulatory Framework

Regulatory basis: Companies Act, 2013 — Section 56 (instrument of transfer in Form SH-4, delivered to the company within 60 days of execution; registration within one month), Section 58 (refusal of registration and appeal), the transfer restrictions in a private company's articles (Section 2(68)), and stamp duty under the Indian Stamp Act, 1899.

Share Transfer — Pvt Ltd vs Public Ltd

ParameterPrivate LtdPublic Ltd
RestrictionAOA restrictions applyFreely transferable
Board approvalRequiredNot required
Stamp duty0.015% of consideration0.015% of consideration
FormSH-4 + board resolutionStock exchange transfer

Step-by-Step Process

    Step 1

    Execute share transfer deed (Form SH-4)

      Step 2

      Pay stamp duty (0.015% of consideration)

        Step 3

        Board passes transfer resolution

          Step 4

          Cancel old share certificates

            Step 5

            Issue new share certificates within 30 days

            What You Will Receive

            Upon completion, you will receive: share transfer deed (SH-4) executed by transferor and transferee, Board Resolution approving the transfer, updated Register of Members reflecting new shareholding, new share certificates issued to the transferee, stamp duty computation and payment challan, and Form PAS-3 filing with ROC (for allotment) or MGT-14 (for board resolution). Capital gains tax computation provided for the transferor's income tax filing.

            Latest Regulatory Updates (FY 2026-27)

            This page reflects the Income-tax Act, 2025 (in force from 1 April 2026), the Finance Act, 2026, and the notifications and circulars of CBDT, CBIC, MCA, SEBI and RBI reviewed in November 2026. Virtual Auditor continuously monitors regulatory developments to ensure all advice and filings are current and compliant with the latest provisions.

            When This Service Is Not Required

            Share transfer may not be required when: (a) shares are being transmitted by operation of law (death or succession — use Form SH-4 for transmission, not transfer), (b) the Articles of Association restrict transfer and board approval is unlikely, (c) the transfer is being done solely for tax planning without genuine change in beneficial ownership (may attract GAAR provisions), or (d) the shares are subject to lock-in under FEMA/SEBI regulations. For Pvt Ltd companies, pre-emptive rights and transfer restrictions in the Articles must be checked before proceeding.

            If you are unsure whether your situation requires company share transfer, contact us for a free preliminary assessment. We will advise you honestly — including telling you if you do not need our services.

            Documents Required

            The following documents are needed to initiate the company share transfer process:

            Share transfer deed in Form SH-4 executed by transferor and transferee and stamped at 0.015% of the consideration, the original share certificates, PAN of both parties, the board resolution approving the transfer, a valuation report where required (for transfers involving non-residents under FEMA, or for income-tax purposes under Rule 11UA), NOC from other shareholders where the articles give a right of first refusal, and the register of members for updating.

            We provide a personalised document checklist after the initial consultation, tailored to your specific entity type and situation. Documents can be shared securely via email or our client portal.

            What has changed in the law — reviewed October 2026

            • Income-tax Act, 2025: assented to on 21 August 2025 and in force from 1 April 2026, it replaces the Income-tax Act, 1961 for tax year 2026-27 onward, and the Income-tax Rules, 2026 (notified 20 March 2026) replace the 1962 Rules. Section and rule numbers on this page are those of the 1961 Act and 1962 Rules, which continue to govern assessments, appeals and pending proceedings for assessment years up to 2026-27; for tax year 2026-27 onward the corresponding provisions of the 2025 Act apply, and our engagement letters quote both.

            Frequently Asked Questions

            Is stamp duty payable on share transfer?
            Yes. Stamp duty on share transfer varies by state — typically 0.015% to 0.25% of consideration. Off-market transfers of dematerialised shares: 0.015%.
            What if the transfer is to a foreigner?
            FEMA compliance required: a fair-value certificate (any internationally accepted method), pricing at or below the ceiling (for outbound), FC-TRS filing within 60 days.
            How to transfer shares of a private limited company?
            Execute share transfer deed (SH-4). Board passes transfer resolution. Company issues new share certificates within 30 days. Stamp duty: 0.015% of consideration or market value. File MGT-14 if Articles restrict transfer.
            Is stamp duty applicable on share transfers?
            Yes. 0.015% (15 paisa per ₹100) of consideration or market value, whichever is higher. Payable by the transferee. For demat shares, stamp duty is collected at the depository level.
            Can directors restrict share transfer?
            Private companies can restrict share transfer through Articles of Association. Common restrictions: board approval, right of first refusal to existing shareholders, lock-in periods. Board cannot unreasonably refuse transfer.
            Is valuation needed for share transfer?
            Required when transfer is between related parties, for FEMA compliance (resident to non-resident or vice versa), and for Income Tax purposes (Section 56(2)(x) — transfer below fair market value). IBBI Registered Valuer recommended.
            How is fair market value determined for share transfer?
            Rule 11UA of Income Tax Rules: DCF method or NAV method for unlisted companies. For FEMA: internationally accepted pricing methodology (usually DCF). We provide multi-framework valuation covering both requirements simultaneously.
            How do I make this corporate change correctly, and what approvals and records are needed?
            Start with what the change is and what your articles of association say. Most changes need a board resolution, and some need the shareholders: a change of name, a shift of registered office to another state or an alteration of the articles needs a special resolution, which is filed in Form MGT-14 within 30 days. Each change has its own ROC form: DIR-12 within 30 days for appointing or removing a director (the new director needs a DIN and gives consent in DIR-2), SH-7 for an increase in authorised capital, INC-22 for a change of registered office. Afterwards, update the statutory registers, the bank and GST records, and your letterhead. We check the prerequisites, draft the resolutions and file the forms.
            What is the time limit for a share transfer?
            Form SH-4, duly stamped and signed by transferor and transferee, must be delivered to the company within 60 days of execution (Section 56(1)); the company registers the transfer or sends notice of refusal within one month (Sections 56(4) and 58).
            What stamp duty applies to a transfer of shares?
            Since 1 July 2020, 0.015% of the consideration on a transfer of shares (Article 62, Schedule I, Indian Stamp Act, 1899, as amended by the Finance Act, 2019).

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            Share Transfer Private Company CAValuation Report for Share TransferCompany Secretary ServicesShare Valuation ServicesTransfer Pricing DisputesCompany Annual Filing (ROC)Company Name ChangeCompany Registration in Assam

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