India's one of the highest-rated legal tax and compliance guidance platform.
4.9 out of 5 (8521+ ratings)
Verified
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.”
700+
Businesses Incorporated Every Month
1000+
Ratings Trusted by 2000+ Clients
250+
Professional Network
Why Choose Us
Why Choose Us?
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.
Business Growth Tools
Free business resources to fuel your company's success from day one.
24/7 Customer Service
Round-the-clock assistance for all your concerns.
Need to Transfer Shares in Your Company?
Complete SH-4 filing with expert CA/CS assistance. Board resolution, stamp duty calculation, and ROC compliance from ₹1,999. Typically completed in 7 working days.
Simple Process
Here's How It Works
01
Fill the Form
Simply fill the above form to get started.
02
Call to discuss
Our startup expert will connect with you & complete legalities.
03
Transfer Shares in Your Private Limited Company
End-to-end professional assistance with share transfer, Form SH-4 execution, board resolution, and Register of Members update.
Pricing
Simple & Transparent Pricing
MOST POPULAR
Share Transfer Filing Package 2026
From ₹1,999 one-time professional fee
Complete within 7 days
7-day turnaround 100% guaranteed
Share Transfer Deed (Form SH-4) Drafting
Stamp Duty Calculation & Payment Assistance
Board Resolution for Share Transfer
Share Valuation Report (DCF/NAV Method)
Register of Members (MGT-1) Update
New Share Certificate Issuance
Form PAS-3 Filing (If Applicable)
Capital Gains Tax Advisory
AoA Compliance Verification
Post-Transfer Documentation Support
*Government fees are additional and vary based on company structure
4.9/5 based on 1000+ reviews
Money back guarantee
Secure payment
Top rated service
AI-Powered Platform
Meet IncorpX Nova
Our proprietary AI engine streamlines every step of business setup, from intelligent name suggestions to automated document drafting and compliance tracking.
AI-Powered Business Name Approval Check
Auto-Generated MoA & AoA Drafts
Real-Time Compliance Monitoring
3x Faster Processing Than Traditional CAs
24/7 AI Chatbot + Human Expert Support
NOVA AI
Premium Plan
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 is the legal process of transferring ownership of shares from a transferor to a transferee in a company, governed by Section 56 of the Companies Act, 2013. It requires execution of Form SH-4 (Share Transfer Deed) on stamp paper, stamp duty payment, and board approval.
This page covers the complete share transfer process for private limited companies in India, including Form SH-4 execution, stamp duty rates across all states, capital gains tax treatment, board resolution requirements, and penalty provisions. Public company demat transfers through CDSL/NSDL and share transmission (on death or insolvency) are addressed in the comparison and FAQ sections below.
Share transfer is the process by which an existing shareholder (transferor) in a private limited company or public company transfers their shares to another person (transferee). Governed by Section 56 of the Companies Act, 2013, and Rule 11 of the Companies (Share Capital and Debentures) Rules, 2014, this procedure requires the execution of Form SH-4 (Share Transfer Deed) on non-judicial stamp paper with state-specific stamp duty ranging from 0.10% to 0.40% of the consideration or market value. The company's board of directors must approve the transfer within 30 days and update the Register of Members (Form MGT-1). New share certificates must be issued to the transferee within 1 month. For private limited companies, Articles of Association restrictions such as right of first refusal, pre-emption rights, and board approval requirements under Section 2(68) must be satisfied before any transfer can proceed. Non-compliance attracts penalties of ₹25,000 to ₹5,00,000 on the company under Section 56(6). IncorpX handles the entire process as part of our secretarial compliance services, starting at ₹1,999.
Governing Law: Companies Act, 2013 (Sections 56, 58, 59) | Companies (Share Capital and Debentures) Rules, 2014 (Rule 11) | Companies Act, 2013 | Indian Stamp Act, 1899 | Regulator: Ministry of Corporate Affairs (MCA)
Share transfer is different from share transmission. Transmission occurs by operation of law (death, insolvency) and requires no Form SH-4 or stamp duty. See the detailed comparison in our Transfer vs Transmission section below.
Parameter
Details
Governing Law
Companies Act, 2013; Section 56
Key Form
Form SH-4 (Share Transfer Deed)
Stamp Duty
0.25% standard (0.10% to 0.40% by state)
Board Approval
Required within 30 days
Registration Deadline
Within 60 days of receiving valid instrument
Certificate Issuance
Within 1 month of registration
Professional Fee
Starting ₹1,999 (IncorpX)
Processing Time
15 to 30 working days
Benefits of Professional Share Transfer Services
Handling a share transfer without professional support exposes you to stamp duty errors, missed statutory deadlines, and penalties up to ₹5,00,000. Here is what expert CA/CS assistance delivers:
Complete Legal Compliance
Every transfer handled per Section 56 of the Companies Act, 2013 with proper Form SH-4, stamp duty, and board resolution. Zero compliance gaps or statutory deadline misses.
Transparent Pricing at ₹1,999
All-inclusive package covering SH-4 preparation, valuation, board resolution, register updates, and new certificate issuance. Stamp duty is additional as per state rates (0.10% to 0.40%).
Expert CA/CS Support
Dedicated Chartered Accountant for share valuation and Company Secretary for compliance documentation. Both professionals required under the Companies Act for proper execution.
15 to 30 Day Completion
End-to-end processing within 15 to 30 working days. Simple family transfers completed in 15 to 20 days. Complex FEMA cases handled within 25 to 30 working days.
Accurate Stamp Duty Calculation
State-wise stamp duty computed precisely (0.10% Karnataka to 0.40% Tamil Nadu) with e-stamping facilitation through SHCIL e-stamping portal. No overpayment or underpayment risks.
Share Valuation Report Included
CA-prepared fair market value report using DCF, NAV, or comparable methods. Ensures Income Tax compliance under Section 56(2)(x) and prevents deemed gift tax triggers.
End-to-End Documentation
From Form SH-4 drafting to board resolution, Register of Members update, new certificate issuance, and ROC filing (PAS-3 if applicable). Complete paper trail for audit readiness.
5,000+ Transfers Completed
Trusted by shareholders across India for family transfers, investor exits, ESOP exercises, and startup equity restructuring. Experience across all transfer types including sweat equity shares.
Share Transfer Procedure: Step-by-Step Process
The share transfer process involves 8 steps, takes 15 to 30 working days, and costs ₹1,999 professional fee plus state-specific stamp duty. Each step follows statutory timelines under Section 56 of the Companies Act, 2013.
Step 1: Obtain Share Valuation Report
Engage a Chartered Accountant to prepare a fair market value (FMV) assessment using Discounted Cash Flow (DCF), Net Asset Value (NAV), or comparable transaction methods. This valuation determines the transfer price and stamp duty basis. Required under Section 56(2)(x) of the Income Tax Act to avoid deemed gift tax implications.
Professional: CA | Time: 3 to 5 working days
Step 2: Execute Form SH-4 on Stamp Paper
Prepare the Share Transfer Deed (Form SH-4) as prescribed under Rule 11 of Companies (Share Capital and Debentures) Rules, 2014. Print the deed on non-judicial stamp paper with applicable state stamp duty (0.25% standard rate). Both transferor and transferee must sign the deed.
Form: SH-4 | Time: 1 to 2 working days
Step 3: Pay Applicable Stamp Duty
Pay stamp duty at the applicable state rate on the consideration amount or market value, whichever is higher. Rates vary: Karnataka 0.10%, Maharashtra 0.25%, Delhi 0.25%, Tamil Nadu 0.40%. Use e-stamping portals where available or purchase physical stamp papers from authorized vendors.
Portal: shcilestamp.com | Time: 1 working day
Step 4: Submit Transfer Documents to the Company
Submit the executed Form SH-4, original share certificates, PAN copies of both parties, share valuation report, stamp duty payment proof, and NOC from shareholders (if required by AoA) to the company registered office. The company secretary verifies document completeness and AoA compliance.
Documents: 6 to 8 items | Time: 1 working day
Step 5: Conduct Board Meeting and Pass Resolution
The board of directors conducts a meeting within 30 days of receiving the transfer application. The board verifies compliance with AoA restrictions including right of first refusal and pre-emption rights, then passes a resolution approving or refusing the transfer under Section 56.
Statutory Deadline: 30 days | Time: 1 to 7 working days
Step 6: Update Register of Members (Form MGT-1)
After board approval, update Form MGT-1 (Register of Members) with new shareholder details including name, address, number of shares, distinctive numbers, and date of becoming a member. The company must register the transfer within 60 days of receiving valid instruments under Section 56(4). You can also issue new shares alongside the transfer if required.
Form: MGT-1 | Time: 1 to 2 working days
Step 7: Issue New Share Certificates
The company issues new share certificates to the transferee within 1 month of registering the transfer, as required by Section 56(4). Old certificates of the transferor are cancelled and retained by the company. New certificates carry updated folio numbers and distinctive share numbers.
Statutory Deadline: 1 month | Time: 1 to 3 working days
Step 8: File Form PAS-3 with ROC (If Applicable)
If the transfer involves share allotment scenarios, file Form PAS-3 on the MCA V3 portal within 30 days. Government fee ranges from ₹200 to ₹600 based on authorized share capital. Reflect all changes in annual Form MGT-7 or MGT-7A through your ROC annual filing.
Portal: mca.gov.in | Fee: ₹200 to ₹600
Ensure stamp duty is paid on the higher of consideration or market value, not just the agreed price. Under-stamping can lead to the deed being challenged and declared void. Also verify AoA restrictions (ROFR, pre-emption) before executing Form SH-4 to avoid a board refusal after stamp duty has already been paid.
Complete share transfer filing starting at ₹1,999. 15 to 30 working days.
Documents Required for Share Transfer
Gather these documents before starting the share transfer process. Missing or incorrect documents cause the most common delays. Every document must be current and properly attested.
Get all documents digitized and ready in PDF format before starting the process. Based on our experience processing 5,000+ share transfers, incomplete documentation causes 70% of all delays.
Form SH-4 must be executed on proper non-judicial stamp paper with state-specific duty paid. An unstamped or under-stamped transfer deed is legally invalid and can be challenged. The penalty for under-stamping is up to 10 times the stamp deficit under the Indian Stamp Act, 1899.
Share Transfer Cost and Fees in 2026
Share transfer costs depend on the transfer value, state of registration (stamp duty varies), and complexity. Here is the complete cost breakdown for 2026:
Component
Amount (₹)
Notes
Professional Fee (IncorpX)
₹1,999
Includes SH-4, valuation, resolution, certificates
Stamp Duty
0.10% to 0.40% of transfer value
State-dependent (see stamp duty section below)
Share Valuation Report (complex)
₹2,000 to ₹5,000
Additional for complex company valuations
DSC (if needed)
₹800 to ₹1,500
Required for MCA filing (PAS-3)
PAS-3 Government Fee
₹200 to ₹600
Based on authorized share capital (if applicable)
Total Range
₹1,999 to ₹8,000+
Depends on transfer value, state, complexity
IncorpX at ₹1,999 is the most affordable option available. The market rate from standalone CA/CS firms ranges from ₹3,000 to ₹10,000 for similar services. No other provider has a dedicated share transfer service page with transparent pricing. Pay ₹1,999 for professional handling instead of risking a ₹25,000 to ₹5,00,000 penalty for non-compliance under Section 56(6).
Stamp duty is additional and varies by state. Karnataka charges the lowest at 0.10% and Tamil Nadu charges the highest at 0.40%. See the state-wise table below for exact rates.
Stamp Duty on Share Transfer: State-Wise Rates
Stamp duty on share transfer is levied under the Indian Stamp Act, 1899 and varies by state. It is calculated on the consideration amount or fair market value, whichever is higher. E-stamping availability differs across states. IncorpX handles stamp duty calculation and payment for all states.
State
Stamp Duty Rate
Example on ₹10 Lakh Transfer
E-Stamping Available
Maharashtra
0.25%
₹2,500
Yes (SHCIL)
Delhi
0.25%
₹2,500
Limited
Karnataka
0.10%
₹1,000
Yes
Tamil Nadu
0.40%
₹4,000
Yes
Gujarat
0.25%
₹2,500
Yes
Telangana
0.15%
₹1,500
Yes
West Bengal
0.15%
₹1,500
Yes
Rajasthan
0.25%
₹2,500
Yes
Uttar Pradesh
0.25%
₹2,500
Limited
Kerala
0.25%
₹2,500
Yes
Madhya Pradesh
0.25%
₹2,500
Yes
Punjab / Haryana
0.25%
₹2,500
Limited
Karnataka has the lowest stamp duty on share transfer at 0.10%, making share transfers there 60% cheaper than in Maharashtra or Delhi (0.25%). Tamil Nadu charges the highest rate at 0.40%. For a ₹1 crore transfer, the difference between Karnataka (₹10,000) and Tamil Nadu (₹40,000) is ₹30,000.
Stamp duty must be paid on the market value or consideration amount, whichever is higher. Under-stamping makes the transfer deed legally void under the Indian Stamp Act, 1899. The penalty for under-stamping can be up to 10 times the deficit amount.
Our team calculates precise stamp duty for all 28 states and 8 union territories.
Capital Gains Tax on Share Transfer
Every share transfer in a private limited company triggers capital gains tax liability for the transferor. The tax treatment depends on the holding period. This is a critical area where no competitor provides detailed guidance, and getting it wrong can cost significantly more than the transfer itself.
Parameter
Short-Term (under 24 months)
Long-Term (24 months or more)
Holding Period
Under 24 months
24 months or more
Tax Rate
Income slab rate (5% to 30%)
20% with indexation
Alternative Rate
N/A
12.5% without indexation (Budget 2024)
Exemption
None
Section 54F (reinvestment in house property)
TDS (Non-Resident)
Applicable
Applicable
For transfers to non-residents (NRIs or foreign nationals), the buyer must deduct TDS before making the payment. The seller needs a CA certificate confirming the transfer price complies with RBI valuation norms. Read more about capital gains implications in our article on buyback of shares and capital gains.
Transfer of shares below fair market value triggers deemed gift tax under Section 56(2)(x) of the Income Tax Act. If the difference between FMV and consideration exceeds ₹50,000, the recipient pays tax on the difference. Always get a proper valuation report before transferring at below-market prices.
Gifts of shares to specified relatives (spouse, siblings, lineal ascendants and descendants) are exempt from the deemed gift tax provisions under Section 56(2)(x), regardless of value. However, stamp duty at the applicable state rate still applies on the fair market value of shares gifted.
Proper tax planning can save you lakhs in capital gains tax on your share transfer.
Share Transfer vs Share Transmission
Share transfer is a voluntary act between two parties involving Form SH-4 and stamp duty. Share transmission is the automatic transfer of shares by operation of law, triggered by the death, insolvency, or mental incapacity of a shareholder. The legal requirements, cost, and documentation for each differ significantly.
Parameter
Share Transfer
Share Transmission
Nature
Voluntary act between parties
Operation of law
Governing Section
Section 56
Section 56 (transmission provisions)
Cause
Sale, gift, exchange
Death, insolvency, mental incapacity
Form SH-4
Required (on stamp paper)
Not required
Stamp Duty
0.10% to 0.40% (state-dependent)
Not applicable
Signatures
Both transferor and transferee
Legal heir or authorized person only
Board Approval
Required within 30 days
Required (verification of legal documents)
Share Certificate
New certificate within 1 month
New certificate within 1 month
Key Documents
SH-4, valuation report, PAN
Death certificate, succession certificate, will
Timeline
15 to 30 working days
30 to 90 days (depends on legal documentation)
Transmission on death requires no stamp duty and no Form SH-4, significantly reducing cost compared to a voluntary transfer. However, obtaining a succession certificate or probated will can take 30 to 90 days depending on the court jurisdiction. For a detailed guide on the transfer process, read our complete share transfer guide.
Restrictions on Share Transfer in Private Company
Section 2(68) of the Companies Act, 2013 mandates that every private limited company must restrict the right to transfer shares in its Articles of Association. These restrictions protect existing shareholders from unwanted third-party entry. Review your AoA and shareholder agreement before initiating any transfer. Understanding the shareholders agreement clauses is critical to avoid transfer rejection.
Restriction Type
Description
Legal Basis
Board Approval
Directors must approve each transfer
AoA clause + Section 56
Right of First Refusal (ROFR)
Offer to existing shareholders first
AoA clause
Pre-emption Rights
Proportionate purchase right for existing holders
AoA clause + Section 2(68)
Transfer to Relatives Only
Restrict transfers to family members
AoA clause
Lock-in Period
Prohibition on transfer for fixed duration
AoA/SHA clause
Tag-Along Rights
Minority shareholders join majority sale
Shareholders Agreement
Drag-Along Rights
Majority can force minority to sell
Shareholders Agreement
Startups with investor funding often have additional restrictions: investor lock-in periods (typically 1 to 3 years), anti-dilution clauses, and drag-along rights that activate during exit events. If your company needs to increase authorized share capital before the transfer, handle that filing first.
Transferring shares without satisfying AoA restrictions can make the transfer void. The board can refuse registration under Section 58(2) if restrictions are not followed. The aggrieved transferee may appeal to NCLT under Section 58(3) within 30 days of refusal, but this adds months of delay and legal costs.
Review your Articles of Association and shareholders agreement before initiating any share transfer. Identify all applicable restrictions (ROFR, pre-emption, lock-in) and satisfy them before executing Form SH-4 and paying stamp duty.
Penalties for Non-Compliance in Share Transfer
The Companies Act prescribes strict penalties for companies and officers who fail to comply with share transfer timelines and procedures. These penalties apply even for unintentional delays, making professional handling essential.
Violation
Penalty
Legal Provision
Company fails to register transfer within 60 days
₹25,000 to ₹5,00,000 on company
Section 56(6)
Officer in default for non-registration
₹10,000 to ₹1,00,000 per officer
Section 56(6)
Wrongful refusal of transfer
NCLT can order registration + costs
Section 58
Under-stamping of SH-4 deed
Deed void + penalty up to 10x stamp deficit
Indian Stamp Act, 1899
Non-filing of capital gains tax
Interest + penalty under Section 271(1)(c)
Income Tax Act
Non-update of Register of Members
Rectification order by Tribunal
Section 59
Non-registration of a valid share transfer within 60 days attracts a minimum penalty of ₹25,000 on the company under Section 56(6). For the officer in default (typically the company secretary or managing director), the minimum penalty is ₹10,000. These are non-negotiable statutory penalties that apply automatically.
Professional handling through IncorpX ensures all statutory deadlines are met. Our structured workflow tracks the 30-day board meeting deadline, 60-day registration deadline, and 1-month certificate issuance deadline for every transfer. Based on our experience processing 5,000+ transfers, zero penalty incidents have occurred for clients using our service.
₹1,999 for compliant share transfer vs ₹25,000+ in penalties for non-compliance.
Why Choose IncorpX for Share Transfer
IncorpX is the only provider with a dedicated share transfer service at transparent pricing. Here is why 5,000+ shareholders trust us:
Most Affordable at ₹1,999
Well below the market rate of ₹3,000 to ₹10,000 charged by standalone CA/CS firms. No hidden charges. Stamp duty is additional at state rates.
Expert CA and CS Team
Every transfer handled by a Chartered Accountant (for valuation) and Company Secretary (for compliance). Both professionals required under the Companies Act.
End-to-End Service
From Form SH-4 and share valuation to stamp duty handling, board resolution, register update, new certificate issuance, and ROC filing. One package covers everything.
5,000+ Transfers Completed
Experience across family transfers, investor exits, ESOP exercises, startup equity restructuring, and NRI transfers. Every transfer type handled with zero penalty incidents.
Pan-India Stamp Duty Handling
Stamp duty calculation and facilitation for all 28 states and 8 union territories. E-stamping coordination through SHCIL and state portals.
15 to 30 Day Completion
Structured workflow with dedicated point of contact. Simple family transfers in 15 to 20 working days. Complex transfers with FEMA requirements completed within 30 days.
Frequently Asked Questions About Share Transfer
Answers to the most common questions about share transfer in private limited companies, covering the procedure, Form SH-4, stamp duty, tax implications, and compliance requirements under the Companies Act, 2013.
Share transfer is the legal process of transferring ownership of shares from one person (transferor) to another (transferee) under Section 56 of the Companies Act, 2013. It requires execution of Form SH-4 (Share Transfer Deed) on stamp paper, payment of stamp duty at 0.25% standard rate, board approval via resolution, and updating the Register of Members within 60 days.
Form SH-4 is the prescribed Share Transfer Deed under Rule 11 of the Companies (Share Capital and Debentures) Rules, 2014. Both transferor and transferee must sign this deed, which is executed on non-judicial stamp paper with stamp duty at 0.25% of the consideration amount or fair market value, whichever is higher.
Right of First Refusal (ROFR) is a common restriction in private company Articles of Association under Section 2(68) of the Companies Act, 2013. It requires a selling shareholder to first offer shares to existing shareholders at the same price and terms before transferring shares to any outside third party.
Share transmission is the transfer of share ownership by operation of law, not by voluntary act. It occurs on death (to legal heirs), insolvency (to official receiver), or mental incapacity (to appointed guardian). Unlike share transfer, transmission requires no Form SH-4, no stamp duty payment, and no transfer deed execution under Section 56.
Share transfer attracts capital gains tax under the Income Tax Act. Short-term gains (shares held under 24 months) are taxed at your income slab rate (5% to 30%). Long-term gains (shares held 24 months or more) are taxed at 20% with indexation benefit. Gift of shares exceeding ₹50,000 triggers deemed income under Section 56(2)(x).
Share valuation is mandatory when shares are transferred at a price different from fair market value (FMV). Under Section 56(2)(x) of the Income Tax Act, transfers below FMV trigger deemed gift tax provisions. A registered valuer or Chartered Accountant must prepare the valuation report using DCF, NAV, or comparable transaction methods.
Yes, shares of a private limited company can be transferred, but Section 2(68) of the Companies Act, 2013 mandates that the Articles of Association must restrict transferability. Common restrictions include board approval requirements, right of first refusal, pre-emption rights, lock-in periods, and tag-along or drag-along rights.
If the original share certificate is lost, the shareholder must file an FIR or police complaint and provide an indemnity bond to the company. The company then issues a duplicate certificate under Section 46 of the Companies Act, 2013. This process takes 15 to 30 days and may require newspaper publication of notice.
Yes, shares can be transferred to an NRI under the automatic route per FEMA (Non-Debt Instruments) Rules, 2019, provided the sector allows FDI. The transfer must comply with RBI pricing guidelines, and the seller must obtain a CA certificate confirming the price meets fair valuation norms. Form FC-TRS filing with the AD bank is required.
Yes, the board can refuse share transfer in a private limited company if the Articles of Association grant such power. Under Section 58(2), the board must communicate the refusal with reasons within 30 days. The aggrieved transferee can appeal to the National Company Law Tribunal (NCLT) under Section 58(3) within 30 days of refusal.
ROC filing via Form PAS-3 is required only if the share transfer involves allotment of new shares or if the company's share capital structure changes. For simple transfers between existing shareholders, no separate MCA filing is mandatory. However, updating Form MGT-1 (Register of Members) and reflecting changes in Form MGT-7 (Annual Return) is compulsory.
Pre-emption right gives existing shareholders the first opportunity to purchase shares being sold by another shareholder, proportionate to their existing holdings. This right is typically embedded in the Articles of Association under Section 2(68) of the Companies Act, 2013. It protects existing shareholders from dilution and prevents unwanted third-party entry.
The company must register a valid share transfer within 60 days of receiving the transfer instrument under Section 56(4). New share certificates must be issued within 1 month of registration. The board must conduct the approval meeting within 30 days of receiving the transfer application. Missing these deadlines attracts penalties under Section 56(6).
Execute Form SH-4 (Share Transfer Deed) on stamp paper with 0.25% stamp duty. Submit the deed with original share certificates and PAN copies of both parties to the company. The board passes a resolution within 30 days, updates the Register of Members (MGT-1), and issues new share certificates within 1 month of registration.
Required documents include Form SH-4 executed on stamp paper, original share certificates, PAN cards of transferor and transferee, board resolution approving transfer, share valuation report from a CA, NOC from existing shareholders (if required by AoA), stamp duty payment proof, and DSC for any MCA filing.
Stamp duty on share transfer is calculated at 0.25% of the consideration amount or market value, whichever is higher. Rates vary by state: Karnataka charges 0.10%, Maharashtra and Delhi charge 0.25%, and Tamil Nadu charges 0.40%. Payment is made via physical stamp papers or e-stamping portals like shcilestamp.com.
Share transmission on death requires a succession certificate or probated will, death certificate, and legal heir identity proof. No Form SH-4 or stamp duty is needed for transmission. The legal heir applies to the company board for registration. The board verifies documents, updates Register of Members (MGT-1), and issues new certificates within 30 to 60 days.
A standard share transfer takes 15 to 30 working days from document submission. Key statutory timelines: board meeting within 30 days of receiving the transfer deed, company must register transfer within 60 days under Section 56(4), and new share certificate issuance within 1 month of registration. Complex FEMA cases may take 60 to 90 days.
The board resolution must state the specific transfer details: number of shares, distinctive numbers, transferor name, transferee name, consideration amount, and share certificate numbers. It should reference Section 56 of the Companies Act, 2013 and confirm AoA compliance. The resolution is recorded in board meeting minutes by the company secretary.
Form PAS-3 is filed on the MCA V3 portal within 30 days of allotment (if applicable). Log in with authorized signatory DSC, fill allotment details including share type, number, and transferee details. Attach board resolution, valuation report, and SH-4 deed. Government fee ranges from ₹200 to ₹600 based on authorized share capital.
Yes, shares can be gifted without monetary consideration. However, under Section 56(2)(x) of the Income Tax Act, if the fair market value exceeds ₹50,000, the recipient must pay tax on the gift value. Gifts to specified relatives (spouse, siblings, lineal ascendants and descendants) are exempt from this tax. Stamp duty at 0.25% still applies on the FMV.
Professional fees for share transfer start at ₹1,999 with IncorpX, covering SH-4 preparation, board resolution, register updates, and new certificate issuance. Additional costs include stamp duty (0.10% to 0.40% of transfer value by state), share valuation report (₹2,000 to ₹5,000), and PAS-3 government filing fee (₹200 to ₹600 if applicable).
The ₹1,999 package includes Share Transfer Deed (Form SH-4) preparation, share valuation report by CA, stamp duty calculation, board resolution drafting, Register of Members (MGT-1) update, new share certificate issuance, ROC filing (Form PAS-3 if applicable), complete documentation, legal compliance verification, and dedicated CA/CS expert support throughout.
Stamp duty on share transfer in Maharashtra is 0.25% of the consideration amount or market value, whichever is higher. E-stamping is available through SHCIL at shcilestamp.com. For a ₹10 lakh share transfer in Maharashtra, stamp duty payable would be ₹2,500. Both Mumbai and Pune follow the same Maharashtra rate.
There is no separate MCA filing fee for a simple share transfer between existing shareholders. If Form PAS-3 is required (for allotment scenarios), government fees range from ₹200 to ₹600 based on authorized share capital. Stamp duty (0.10% to 0.40%) is a state government charge collected separately from MCA fees.
A share valuation report prepared by a Chartered Accountant typically costs ₹2,000 to ₹5,000, depending on company complexity and valuation method used. Common methods include Discounted Cash Flow (DCF), Net Asset Value (NAV), and Comparable Transaction Method. IncorpX includes a basic valuation report within the ₹1,999 share transfer package.
Karnataka has the lowest stamp duty on share transfer at just 0.10% of the consideration amount or market value, whichever is higher. E-stamping is available through the Karnataka e-Stamping portal. For a ₹10 lakh share transfer in Bangalore or anywhere in Karnataka, stamp duty payable would be only ₹1,000.
Stamp duty on share transfer in Delhi is 0.25% of the consideration amount or market value, whichever is higher. Delhi currently uses physical stamp papers purchased from authorized vendors. For a ₹10 lakh share transfer in Delhi, stamp duty payable would be ₹2,500. E-stamping facilities are gradually being introduced.
IncorpX completes share transfers within 15 to 30 working days, covering documentation, stamp duty, board approval, and certificate issuance. Simple transfers between family members take 15 to 20 days. Complex transfers involving FEMA compliance, multiple shareholders, or AoA restrictions typically require 25 to 30 working days.
Share transfer is a voluntary act between transferor and transferee requiring Form SH-4, stamp duty (0.25%), and board approval under Section 56. Share transmission occurs by operation of law (death, insolvency) and requires no SH-4 or stamp duty. Transfer needs both parties' signatures; transmission needs legal documents like succession certificate or death certificate only.
Short-term capital gains apply when shares are held under 24 months, taxed at your income tax slab rate (5% to 30%). Long-term capital gains apply for shares held 24 months or more, taxed at 20% with indexation benefit under Section 112. Budget 2024 introduced an alternative 12.5% rate without indexation for certain transfers.
Share transfer moves existing shares from one holder to another, governed by Section 56. Share allotment is the issuance of new shares by the company, governed by Section 62. Transfer uses Form SH-4 and requires stamp duty; allotment uses Form PAS-3 and requires ROC filing. Transfer does not change total share capital; allotment increases it.
Private company share transfers require board approval and AoA compliance under Section 2(68), with restrictions like ROFR and pre-emption rights. Public company shares listed on stock exchanges transfer freely through CDSL/NSDL in demat form with no board approval needed. Private transfers use physical Form SH-4; public transfers are electronic.
The team was very responsive and helpful. I received daily updates from the WhatsApp group, and their guidance made everything much simpler to comprehend. If you want a simple and hassle-free way to launch your business, I would highly recommend them!
S
Simon Job
4.9/5
I recently used IncorpX to register my limited liability partnership, and I had an amazing experience! There were no hidden fees, and the team was helpful, quick to respond, and open. They provided thorough explanations of each step, and their services are reasonably priced without sacrificing quality. The entire process was made simple by IncorpX's professionalism, attention to detail, and sincere support. Strongly advised!
J
Jay R
4.8/5
The experience was flawless; the team completed each task with care and always responded quickly. Throughout the process, I never felt stuck. We would especially like to thank Saksham and Sriram for making everything run so smoothly! The IncorpX team offers extremely competitive pricing; anyone just starting out should definitely get in touch with them.
M
Mohammed Affan
4.9/5
I'm really grateful to the wonderful team at IncorpX for helping bring my co-founder's and my dream to life. The whole process was super smooth - fast service, great support, and no hassles at all. I'd highly recommend IncorpX to any new entrepreneur or founder looking to register their company. Excited to continue working with them in the long run. Thank you, IncorpX!
R
Riyom Taipodia
4.6/5
One of the best agency I have ever experienced. Team members are very friendly as if we know each other from before and came communicate and share easily. My work has been done in a very short period and I am so happy. Thank you so much.
A
Ayyappa Swamy
5/5
Highly recommend... IncorpX services regarding incorporation of our company and roc filing and all are very impressive.. the team IncorpX is polite and friendly. Our Lands Time pvt ltd has incorporated through IncorpX... And thanks to IncorpX team..
R
Ramesh Babu
4.9/5
Trouble free service, Rendering good co-operation for company incorporation. Trust worthy team to have better knowledge.
P
Pravesh Kudesia
5/5
IncorpX is providing best service... And user experience! Thank You IncorpX Team
B
Balaji Gutte
4.9/5
I recently got my Private Limited Company incorporated through IncorpX, and the experience was seamless! The team was professional, supportive, and quick to respond throughout the process. Highly recommend IncorpX for a smooth and stress-free company registration experience.
D
Dia
5/5
I'd been planning to register my Private Limited Company for months but didn't know where to start - until I found IncorpX. The team guided me step by step, explained everything clearly, and completed the registration smoothly within the promised timeline. Their pricing was transparent with no hidden charges. Highly recommend IncorpX to anyone starting a business!
Trusted by 15,000+ Entrepreneurs
Get Expert Guidance for Your Business
Fill out the form and our team will connect with you to understand your requirements and recommend the best way forward.
