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Siddhu ManojFounder & CEO of Two-LYP Computations Pvt. Ltd.
“Incorporating my Startup with IncorpX was an incredibly smooth and hassle-free experience. The team was highly professional, guiding us every step of the way with clear communication and prompt support. The registration process was fast, and every detail was handled with precision and accuracy. Highly recommend IncorpX for anyone starting a business.”
Abhishek LohaniDirector at Lohani Learnings
“Company is good and service is also smooth. I used their compliance service and the response was timely with no delay and price are also convenient. They are always available to cater your need.”
Chandan Kr. ChaudharyFounder of Creative Minds
“I am very satisfied with the team of IncorpX for providing the top notch services. Team of IncorpX was giving the update on daily basis was one of the best thing which I experience in Corporate. keep doing it. Thank you!”
Jayavijaya SJFounder of Agro Farms
“Don't think twice.Got my company incorporates here. Tbh very impressed by the quality of service provided by this team. Very organized and friendly team. Had a smooth and peaceful experience. Timely regular updates were provided by the team. Overall a great experience.”
Anoop KrishnanFounder of EIGHTH DAY FORGE
“It's rare to find a service provider who makes the process feel personal - IncorpX absolutely did. From day one, they patiently explained every detail without any jargon, making it easy to understand and stress-free. There was zero chasing, no delays-just efficient, smooth execution all the way through. I felt supported, heard, and confident at every step of registering my company EIGHTH DAY FORGE (OPC) Private Limited. Thanks to Mr. Sriram and his wonderful team.”
Ramesh LankeFounder of EKnal Technologies
“IncorpX made the entire registration process for our company, EKnal Technologies, smooth and stress-free. Their team was professional, efficient, and incredibly supportive from start to finish. Highly recommend them to any founder looking for a reliable partner in their business journey! Special shoutout to Sriram and Aswin-your support, clarity, and responsiveness made the whole process incredibly smooth.”
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Expert Legal Team
Experienced legal experts in company formation and corporate law.
Fast Turnaround
Kickstart your venture with efficient company setup, generally processed within a week.
Dedicated Support
Personal manager by your side, every step of the way and beyond.
Complete Documentation
We handle all paperwork and ensure full legal compliance.
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Round-the-clock assistance for all your concerns.
Transfer Shares with Complete Legal Compliance
Seamless share transfer in Private Limited Companies with SH-4 filing, valuation, and ROC compliance - starting at ₹1,999
HERE'S HOW IT WORKS
1. Fill the Form
Simply fill the above form to get started.
2. Call to discuss
Our startup expert will connect with you & complete legalities.
3. Execute Share Transfer Smoothly
Get expert assistance for share valuation, stamp duty, and complete documentation.
SIMPLE & TRANSPARENT PRICING
MOST POPULAR
Share Transfer Package
₹1999 /one-time
Complete within 7 days
7-day turnaround 100% guaranteed
Share Transfer Deed (Form SH-4)
Share Valuation Report
Stamp Duty Calculation
Board Resolution for Transfer
Updated Share Register
New Share Certificate Drafting
ROC Filing (PAS-3 if applicable)
Transfer Documentation
Legal Compliance Check
Dedicated CA/CS Support
*Government fees are additional and vary based on company structure
4.9/5 based on 1000+ reviews
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Secure payment
Top rated service
IncorpX Prime
An all-inclusive solution for startups and expanding enterprises seeking a streamlined, compliant incorporation process.
Key Benefits
Personalised support from dedicated incorporation specialists.
Application prepared and filed within 2 days.
24/7 customer assistance.
Important Notes
We strive to register your preferred business name whenever feasible.
Alternative name suggestions are provided if the preferred name is not approved.
Package includes first-year compliance services: auditor appointment, annual filings, and related obligations.
Share Transfer refers to the legal process of transferring ownership of shares from one person (transferor) to another person (transferee) in a company. Governed by the Companies Act, 2013 and the company's Articles of Association (AoA), share transfer involves specific procedures, documentation, and compliance requirements.
In a Private Limited Company, shares are not freely transferable like in public companies. The transfer requires compliance with restriction clauses in the AoA, typically requiring board approval or existing shareholder consent before shares can be transferred to new parties.
The share transfer process involves execution of Form SH-4 (Share Transfer Deed), payment of applicable stamp duty, board approval, updating the Register of Members, issuance of new share certificates, and in some cases, filing with the Registrar of Companies (ROC).
At IncorpX, we provide comprehensive Share Transfer Services ensuring your share transfer is legally compliant, properly documented, and smoothly executed. Our expert Chartered Accountants (CAs) and Company Secretaries (CSs) handle everything from valuation to ROC compliance.
What is Share Transfer?
Share Transfer is the process by which a shareholder (transferor) transfers their equity stake in a company to another person (transferee). This can happen through sale, gift, inheritance, or as part of business restructuring. The transfer results in change of ownership recorded in the company's statutory registers.
Under Section 56 of the Companies Act, 2013, every company must register share transfers within 60 days of receiving a valid transfer instrument. The transfer is not effective until it is registered by the company and reflected in the Register of Members.
For Private Limited Companies, share transfer is subject to restrictions under Article of Association. Typically, existing shareholders have Right of First Refusal (ROFR) before shares can be sold to external parties. The Board of Directors has authority to approve or refuse transfer registration.
Key Elements of Share Transfer:
Transfer Deed (SH-4):
The legal instrument executed by transferor and transferee for share transfer.
Share Valuation:
Fair market value determination for transfer pricing, especially important for tax purposes.
Stamp Duty:
State-specific duty payable on the transfer deed based on share value.
Board Approval:
Resolution by Board of Directors approving the share transfer.
Important Note!
Share transfer without proper documentation and compliance can lead to disputes regarding ownership, tax issues with Income Tax Department, and the transfer may be considered invalid. Always ensure proper valuation, stamp duty payment, and board approval before executing share transfer!
Modes of Share Transfer in Private Limited Companies:
Share ownership can be transferred through various modes depending on the circumstances. Here are the common types of share transfers:
Transfer by Sale:
The most common mode where shares are sold for monetary consideration.
Requires valuation, negotiation of price, and execution of transfer deed with stamp duty.
Transfer by Gift:
Shares transferred without any consideration, typically between family members.
Still requires proper documentation and may attract gift tax provisions.
Transfer by Inheritance/Succession:
Shares transmitted to legal heirs upon death of shareholder.
Requires probate/succession certificate and different documentation process.
Transfer due to Amalgamation:
Shares transferred as part of merger/demerger schemes.
Governed by scheme approved by NCLT and involves automatic transfer.
Each mode has specific compliance requirements and tax implications. Professional assistance ensures smooth and compliant transfer.
What Are the Key Features of Our Share Transfer Services?
Our Share Transfer Services are designed for comprehensive, compliant, and hassle-free ownership transfers. Here's what makes IncorpX the preferred choice:
1. Complete Documentation
We prepare SH-4, board resolutions, share certificates, and all required documents for legally valid transfer.
2. Fair Valuation
Expert CA-certified share valuation report as per Income Tax Rules for determining fair market value.
3. Stamp Duty Handling
We calculate state-specific stamp duty and handle duty payment through authorized channels.
4. Board Compliance
Drafting of board resolutions and ensuring compliance with AoA restrictions for transfer approval.
5. Register Updates
Proper updating of Register of Members and other statutory registers post-transfer.
6. New Certificates
Drafting and issuance of new share certificates to transferee with proper records.
7. ROC Compliance
Filing of PAS-3 and other applicable forms with ROC when share capital or membership changes.
8. Tax Advisory
Guidance on capital gains implications for transferor and tax treatment for both parties.
9. Legal Compliance
Ensuring transfer complies with Companies Act, FEMA (for foreign transfers), and Income Tax Act.
10. Expert Support
Dedicated CA/CS team to guide you through complex transfers and resolve any issues.
Benefits of Professional Share Transfer Services:
Why should you use professional services for share transfer? Here are the compelling benefits of choosing expert assistance:
Legal Validity
Properly executed transfer with all legal requirements ensures the ownership change is valid and enforceable.
Tax Compliance
Proper valuation and documentation helps avoid Income Tax scrutiny and capital gains disputes.
Complete Documentation
All documents properly drafted, executed, and filed for future reference and legal protection.
Stamp Duty Compliance
Correct stamp duty calculation and payment avoids penalties and ensures document validity.
Dispute Prevention
Proper process and documentation prevents future disputes between parties or with authorities.
Quick Turnaround
Expert handling ensures faster completion of transfer process without delays or rejections.
Compliant and seamless transfer guaranteed!
Types of Share Transfer - A Comparison:
Understanding different scenarios of share transfer helps you choose the right approach. Here's a comparison of various transfer types:
Parameter
Transfer by Sale
Transfer by Gift
Transmission (Inheritance)
Consideration
Monetary payment required
No consideration
No consideration
Valuation Need
Mandatory for pricing and tax
Required for stamp duty and tax
May be required for estate duty
Form Required
SH-4 (Transfer Deed)
SH-4 or Gift Deed
Letter of Transmission
Board Approval
Required
Required
Required (for registration)
Stamp Duty
Yes, on sale value
Yes, on market value
Generally exempt or nominal
Capital Gains Tax
On transferor based on gain
May apply on deemed sale
Generally exempt for recipient
Documents Needed
SH-4, Board Resolution, Share Certificate
Gift Deed, Board Resolution
Death Certificate, Probate, Legal Heir Certificate
Timeline
2-3 weeks typically
2-3 weeks typically
Depends on probate timeline
Restrictions on Share Transfer in Private Companies:
Private Limited Companies have inherent restrictions on share transfer. Understanding these helps navigate the process correctly:
Restriction Type
Description
Implication
Board Approval Required
Board of Directors must approve share transfer
Board meeting resolution needed before registration
Right of First Refusal (ROFR)
Existing shareholders get first option to buy
Must offer shares to existing members before external sale
Pre-emption Rights
Right to match any external offer
Existing shareholders can match third-party offer
Transfer to Relatives Only
Some AoAs restrict transfer to family
May need AoA amendment for other transfers
Lock-in Period
Shares cannot be transferred for specified period
Common in investor agreements, ESOPs
Tag-Along Rights
Minority can join majority sale
Minority shareholders can sell alongside majority
Drag-Along Rights
Majority can force minority sale
Common in PE/VC investment agreements
Documents Required for Share Transfer:
Share Transfer Deed (Form SH-4)
Original Share Certificate
PAN Card of Transferor & Transferee
Address Proof of Transferee
Board Resolution for Transfer Approval
Share Valuation Report (if applicable)
No Objection from Existing Shareholders
Stamp Duty Payment Proof
Complete Document Checklist for Share Transfer:
Proper documentation is critical for valid share transfer. Here's the comprehensive document checklist:
Category
Document
Purpose
Who Provides
Transfer Instruments
Share Transfer Deed (SH-4)
Legal instrument for transfer
Prepared by professionals
Original Share Certificate
Proof of ownership by transferor
Transferor
Stamp Duty Payment Receipt
Proof of duty payment
From stamp vendor/e-stamping
Valuation Documents
Share Valuation Report
Fair market value determination
CA/Merchant Banker
Financial Statements
Basis for valuation
Company
Company Documents
Board Resolution
Approval for share transfer
Company Secretary
Articles of Association
Check restrictions on transfer
Company
Register of Members
Current shareholding record
Company
Party Documents
PAN Card (Transferor & Transferee)
Identity verification
Both parties
Address Proof (Transferee)
For share register entry
Transferee
Passport Size Photos
Record keeping
Both parties
How Our Share Transfer Process Works:
Our systematic approach ensures smooth and compliant share transfer. Here's the step-by-step process at IncorpX:
Step 1: Initial Assessment
We review the company's AoA, existing shareholding, and any restrictions on transfer. This helps identify the right approach and required approvals for your specific situation.
Step 2: Share Valuation
Our CA team prepares a fair market value report as per Income Tax Rules. This determines the transfer price and ensures compliance with tax regulations.
Step 3: Document Preparation
We draft the Share Transfer Deed (SH-4), board resolution, and other required documents. All documents are reviewed for accuracy and legal compliance.
Step 4: Stamp Duty Payment
We calculate state-specific stamp duty and handle payment through e-stamping or authorized vendors. The transfer deed is then stamped accordingly.
Step 5: Execution & Board Approval
Both parties execute the transfer deed. A board meeting is held to approve the transfer and pass the necessary resolution.
Step 6: Registration & Certificate
The transfer is registered in the Register of Members. New share certificate is issued to the transferee, and old certificate is cancelled.
Complete compliance guaranteed!
Stamp Duty on Share Transfer (State-wise):
Stamp duty on share transfer varies by state. Here's a guide to stamp duty rates in major states:
State
Stamp Duty Rate
Basis of Calculation
Remarks
Maharashtra
0.25%
Consideration or market value, whichever is higher
E-stamping available
Delhi
0.25%
Consideration or market value
Physical stamps used
Karnataka
0.10%
Consideration or market value
E-stamping available
Tamil Nadu
0.40%
Consideration or market value
Higher rate applies
Gujarat
0.25%
Consideration or market value
E-stamping available
Uttar Pradesh
0.25%
Consideration or market value
Physical stamps
West Bengal
0.15%
Consideration or market value
Lower rate state
Rajasthan
0.25%
Consideration or market value
Standard rate
Telangana
0.15%
Consideration or market value
Lower rate
Kerala
0.25%
Consideration or market value
Standard rate
Note: Rates are indicative and subject to change. We calculate exact stamp duty based on current rates at the time of transfer.
Why Choose IncorpX for Share Transfer?
Complete Documentation: SH-4, resolutions, certificates - all handled.
Expert Valuation: CA-certified fair market value reports.
Stamp Duty: Correct calculation and payment handling.
Legal Compliance: Companies Act, FEMA, IT Act compliant.
Quick Turnaround: Typical completion in 2-3 weeks.
Expert Support: Dedicated CA/CS for your transfer.
FAQs on Share Transfer
Understanding share transfer process is important for smooth ownership changes. We've compiled answers to the most frequently asked questions to help you navigate the process.
These FAQs cover everything from documentation to tax implications of share transfer.
Share Transfer Deed (SH-4) is the legal instrument used for transferring shares from one person to another. It contains details of the transferor, transferee, number of shares, distinctive numbers, and consideration. Both parties must sign the deed, and it must be stamped as per applicable stamp duty.
No. Unlike public companies, Private Limited Companies have restrictions on share transfer as per their Articles of Association. Typically, board approval is required, and existing shareholders may have Right of First Refusal (ROFR) before shares can be sold to external parties.
Share valuation is not always legally mandatory but is highly recommended. It's essential for:
Determining fair transfer price
Income Tax compliance (to avoid deemed gift provisions)
Stamp duty calculation
Preventing disputes between parties
Stamp duty on share transfer varies by state, typically ranging from 0.10% to 0.40% of the consideration or market value, whichever is higher. Maharashtra and Delhi charge 0.25%, Karnataka charges 0.10%, and Tamil Nadu charges 0.40%.
For the transferor, capital gains tax applies:
Short-term (held less than 24 months): Taxed at applicable income tax slab rate
Long-term (held more than 24 months): Taxed at 20% with indexation benefit
The transferee may face gift tax if shares are acquired below fair market value.
Subject to AoA restrictions, shares can generally be transferred to any Indian resident. Transfer to foreign nationals or NRIs may require FEMA compliance and RBI approval in certain cases. Always check the company's AoA for specific restrictions.
A typical share transfer takes 2-3 weeks from document collection to completion. The company must register the transfer within 60 days of receiving valid transfer documents as per Companies Act.
Yes, in most Private Limited Companies, board approval is required for share transfer. The board has the power to approve or refuse transfer registration. Some AoAs may have additional approval requirements like shareholder consent.
If the original share certificate is lost, the company can issue a duplicate certificate after:
Receiving an indemnity bond from the shareholder
Publishing a notice in newspapers
Waiting for the prescribed period
Board approval for duplicate issuance
Yes, shares can be transferred as a gift without monetary consideration. However, stamp duty still applies based on fair market value. Gift to non-relatives may attract gift tax provisions under Income Tax Act if value exceeds ₹50,000.
Transfer is voluntary transfer of ownership through sale, gift, etc., requiring SH-4 and stamp duty. Transmission is automatic transfer of shares upon death of shareholder to legal heirs, requiring death certificate, probate/succession certificate, and no stamp duty.
Yes, the board can refuse transfer if:
Transfer deed is not properly executed
Stamp duty is not paid
Transfer violates AoA restrictions
ROFR procedure not followed
Transferee is disqualified
But refusal must be communicated within 30 days with reasons.
ROC filing is not required for simple share transfer between existing members or to new members if share capital doesn't change. However, if the transfer results in change of more than 2% shareholding or involves director, Form MGT-6 may be required for significant beneficial ownership disclosure.
Yes, a company can buy back its own shares subject to conditions under Section 68 of Companies Act. However, this is different from regular share transfer and involves specific procedures, shareholder approval, and compliance requirements.
ROFR is a right given to existing shareholders to purchase shares before they can be sold to external parties. The selling shareholder must first offer shares to existing members at the same price and terms. Only if they refuse, shares can be sold to outsiders.
While parties can negotiate price, transferring shares below fair market value can attract Income Tax scrutiny. The transferee may be taxed on the difference as gift income. Transfer at above FMV is generally acceptable but may invite questions.
A detailed Share Transfer Agreement (STA) is recommended for complex transfers, especially involving significant consideration. It covers representations, warranties, indemnities, and conditions precedent. For simple transfers, SH-4 with board resolution may suffice.
Pledged shares cannot be freely transferred as they are held as security. The pledge must be released by the lender before transfer can happen. Transfer without releasing pledge can result in legal complications.
IncorpX's share transfer package starts at ₹1,999, covering documentation, board resolution, register updates, and new share certificate. Valuation report and stamp duty are additional based on transfer value and state rates.
IncorpX provides complete share transfer services:
