Transfer Of Shares

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Transfer Of Shares

Transfer of Shares refers to the legal process through which the ownership of shares in a company is shifted from one shareholder to another. This transfer is carried out using a proper legal document known as a Share Transfer Deed (Form SH-4). After submission and approval by the company’s Board of Directors, the company updates its official records and the new person becomes the registered shareholder.

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Shipra Verma

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What is Transfer Of Shares?

Transfer of shares is an important corporate procedure that allows shareholders to sell or transfer their ownership rights to another person. It is a voluntary transaction where the existing shareholder (called the Transferor) transfers their shares to another individual or entity (called the Transferee). The transfer is generally executed through a Securities Transfer Form (Form SH-4), which must be properly filled, signed by both parties, and submitted to the company along with the original share certificate. Once the company verifies the documents and the Board of Directors approves the request, the company records the new shareholder’s details in the Register of Members. In public companies, share transfers can be completed quickly through Demat accounts and stock exchange mechanisms. However, in private limited companies, the transfer process may involve additional approval requirements as per the Articles of Association (AoA). These provisions often allow existing shareholders to get the first opportunity to purchase the shares before they are offered to an external buyer.

Why Choose This?

Easy Ownership Change

Share transfer allows shareholders to transfer their stake in the company without affecting the company’s operations.

Flexible Investment Exit

Investors can exit the company by transferring their shares to another buyer when they wish to liquidate their investment.

Legal and Transparent Process

The process is regulated by the Companies Act, 2013, ensuring transparency and legal security for both parties.

Continuity of Business

Transfer of shares does not interrupt the business operations of the company, allowing it to continue functioning normally.

Opportunity for New Investors

It allows new investors or partners to join the company by acquiring shares from existing shareholders.

Registration Process

1

Check the Articles of Association (AOA)

The shareholder should review the company’s Articles of Association to understand any restrictions or conditions related to share transfer.

2

Inform the Company

The shareholder who wishes to transfer the shares must notify the company about their intention to sell or transfer their shares.

3

Preparation of Transfer Deed

The Securities Transfer Form (Form SH-4) must be properly prepared with details of the shares, certificate number, and parties involved.

4

Signatures and Witness

Both the transferor and transferee must sign the transfer deed in the presence of a witness who verifies the authenticity of the signatures.

5

Payment of Stamp Duty

Applicable stamp duty must be paid on the transfer deed as per government regulations.

6

Submission to the Company

The signed transfer deed along with the original share certificate must be submitted to the company within the prescribed time period.

7

Board Approval

The company’s Board of Directors reviews the request and passes a resolution approving the transfer.

8

Update Company Records

After approval, the company updates its Register of Members and records the transferee as the new shareholder.

Documents Required

  • Form SH-4 (Securities Transfer Form) duly signed by both parties
  • Original Share Certificate issued by the company
  • PAN Card copies of the transferor and transferee
  • Address proof of the transferee (Aadhaar, Passport, or Voter ID)
  • Stamp duty payment proof
  • Board resolution copy approving the share transfer
  • No Objection Certificate (if applicable)
  • Indemnity Bond (if required)
  • Proof of payment/consideration for the shares

Frequently Asked Questions

How long does it take to complete a share transfer?

The share transfer process generally takes a few weeks after submitting the documents, depending on the company’s verification and board approval process.

Is stamp duty required for share transfer in India?

Yes, stamp duty is mandatory on share transfer forms and is calculated based on the value of the shares being transferred.

Can shares be transferred to a non-shareholder?

Yes, shares can be transferred to a new individual or entity, but in private companies the Articles of Association may require approval from existing shareholders or directors.

What happens after the share transfer is approved?

Once the transfer is approved, the company updates its Register of Members and records the transferee as the new shareholder.

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