A share transfer is the transfer of existing shares from one shareholder to another. It is different from issuing new shares. In a private limited company, the Articles of Association, transfer restrictions, execution of the transfer instrument, stamp duty, board approval and statutory records should be reviewed before the transfer is completed. CorporateWalla assists with share-transfer documentation, Articles review, valuation coordination, stamp-duty/process guidance, board documentation and statutory-record updates, subject to the transaction structure.
A private company's Articles generally contain restrictions on transfer of shares. Depending on the Articles, the company may have:
A proposed transfer should therefore be checked against the current Articles of Association and any enforceable contractual arrangements.
A transfer involving a non-resident can trigger FEMA/FDI considerations. The company may need to review:
Do not treat a non-resident transfer as an ordinary domestic share transfer without FEMA review.
The transferor may have capital-gains or other tax implications depending on:
The company should not provide a blanket tax outcome without reviewing the parties and transaction.
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Timeline: 5–10 days (indicative)
Timeline: 7–15 days (indicative)
Timeline: 10–20 days (indicative)
Government fee — paid by you at actuals
Government fees, stamp duty and valuation-professional fees are identified separately from the professional fee. Stamp duty is not universally zero.
Every price above is a professional fee, excluding GST and government charges. 50% upfront, 50% on delivery.
Final fees depend on the number of shares and transferors/transferees, physical/demat status, Articles review, valuation, stamp-duty support, FEMA/FDI requirements, beneficial ownership filings, tax advisory and board documentation.
Check the Articles of Association, shareholders' agreement if applicable, existing shareholding, transfer restrictions, proposed transferee, consideration and number/class of shares.
Identify the transferor, transferee, number of shares, face value, transfer consideration, share class, whether consideration is cash/non-cash and resident/non-resident status.
Valuation requirements depend on the transaction and parties, and may be particularly important for transfers involving non-residents, tax analysis, related-party transactions and transactions where fair-market-value rules apply. Do not use a generic valuation formula for every share transfer.
For a physical share transfer, follow the prescribed transfer instrument and execution requirements; Form SH-4 is generally associated with transfer of securities held in physical form. Where shares are held in dematerialised form, the applicable depository mechanism and procedures should be followed instead. A private company that is not a small company had to dematerialise its securities by 30 June 2025 under Rule 9B, so a holder in such a company must dematerialise the shares before transferring them.
Since 1 July 2020 a transfer of shares for consideration carries stamp duty of 0.015% of the consideration under the Indian Stamp Act, 1899, for physical (SH-4) and demat transfers alike. For demat shares the depository collects it; an SH-4 is stamped before it is lodged with the company. Gifts and other transfers without consideration need a separate check.
The executed transfer documentation and relevant share certificates/records should be submitted to the company in accordance with the Articles and applicable law.
The company should consider and process the transfer in accordance with the Companies Act, Articles and internal procedures, checking whether the Articles permit or restrict the proposed transaction rather than simply approving every transfer.
After a valid transfer is registered, update the Register of Members, shareholding records, share certificate/transfer endorsement where applicable, beneficial ownership/depository records where relevant and other statutory records.
Where applicable, review beneficial ownership disclosures, significant beneficial ownership, FEMA/FDI reporting, tax records, bank/investor records, shareholder agreements and the cap table.
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The proposed transfer is checked against the current Articles of Association, transfer restrictions and any shareholders' agreement before it is agreed.
The transfer instrument, board documentation and certificate endorsement are prepared for physical shares, or the depository route is followed for demat holdings.
Valuation is coordinated where required for tax, FEMA or other purposes, and the applicable stamp-duty process is checked for the transfer.
The Register of Members, shareholding records, beneficial ownership records and cap table are updated after the transfer is registered.
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From ₹1,499 • 5–10 days (indicative)
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From ₹4,999/year • Annual
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From ₹8,999 • 15–30 days (indicative)
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