Business Changes

Transfer of Shares Online

Move ownership between shareholders the legal way.

About Transfer of Shares Online

Transfer of shares is the process of moving ownership of shares from an existing shareholder to another person, whether to onboard an investor, exit a co-founder or reorganise ownership. In a private limited company, share transfers must comply with the restrictions in the Articles of Association, which often give existing shareholders a right of first refusal. The transfer is executed through a duly stamped share transfer deed (Form SH-4), approved by the board, and recorded by updating the register of members and issuing new share certificates. Proper documentation is essential to keep the cap table clean and avoid future disputes.

Who needs this

Shareholders exiting or entering a company, and founders bringing in investors.

Documents required

The process — step by step

  1. Check AOA restrictions and pre-emption rights
  2. Execute a stamped share transfer deed (SH-4)
  3. Pass a board resolution approving the transfer
  4. Update the register of members
  5. Issue endorsed/new share certificates

Timeline & fees

Timelines and government fees are indicative and subject to processing by the relevant authority. Approval and its timing are decided by the authority and cannot be guaranteed.

Frequently asked questions

Is stamp duty payable on share transfer?

Yes, at 0.015% of the value of shares, paid via share transfer stamps or the online system.

Can a private company refuse a share transfer?

Yes. The board can refuse transfers as permitted by the Articles of Association.

Do I need to file anything with the ROC?

Share transfers are internal but are disclosed in the annual return (MGT-7).

Related services

Tax Guider — A unit of Corpzen Advisors Private Limited, Chennai, Tamil Nadu.

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