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Business Setup

Share Transfer in a Private Limited Company

Shareholder exiting or bringing in a co-founder? We handle the share transfer – transfer deed, stamp duty, board approval and updated records.

  • 5–7 working days
  • SH-4 transfer deed
  • Stamp duty guidance
  • Register of members updated
Share Transfer in a Private Limited Company

How a share transfer works

Shares in a private company are transferred under the restrictions in its articles of association – often a right of first refusal for existing shareholders. The transfer is documented in a share transfer deed (Form SH-4), stamped and approved by the board, after which the company updates its register of members.

Things to check

  • Articles of association – pre-emption rights and board approval requirements.
  • Stamp duty – 0.015% of the consideration on a transfer of shares.
  • Demat – most private companies (other than small companies) must now issue and transfer shares only in dematerialised form; we guide you through the depository process.
  • Non-resident buyers or sellers – pricing rules and FEMA reporting apply, so a valuation report is usually needed.
  • Tax – capital gains for the seller.

Our service

We review the articles, draft the SH-4 and board resolution, guide you on stamp duty and demat steps and update the statutory registers. Documenting the deal between shareholders? See our shareholders’ agreement.

Checklist

Documents required for Share Transfer

After you purchase, log in to My Account → My Services and upload each document below. Scanned copies or clear phone photos (PDF, JPG or PNG) are fine. Your files are stored privately and seen only by your assigned expert.

  • Details of transferor and transferee Names, PAN, address and number of shares Required
  • Share certificates or demat details Of the shares being transferred Required
  • Agreed price or valuation report A valuation is needed for transfers involving non-residents If applicable
  • Certificate of incorporation, MOA and AOA Current versions Required
  • Board / shareholder resolutions We draft these for signature If applicable
Step by step

Share Transfer process with Nevo Legal

  1. Review

    Articles and any shareholders’ agreement checked.

  2. Documents

    SH-4 transfer deed and resolutions drafted.

  3. Stamping

    Stamp duty paid and the deed executed.

  4. Records

    Board approval and register of members updated.

Deliverables

What you get

  • Executed SH-4 share transfer deed
  • Board resolution approving the transfer
  • Updated register of members
FAQs

Share Transfer – frequently asked questions

Is ROC filing needed for a share transfer?

There is no specific ROC form for a transfer itself; the change is reflected in the company’s registers and in its next annual return.

What stamp duty applies to a share transfer?

0.015% of the consideration.

Can shares be transferred to a non-resident?

Yes, subject to FEMA pricing guidelines and reporting, which usually needs a valuation report.

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