Founder-to-founder / founder-to-investor
Standard commercial transfer at agreed consideration.
- Cap-table modelling
- ROFR waiver (if needed)
- SH-4 + stamp duty 0.25%
- Board approval + register update
A share transfer in a Pvt Ltd company needs Form SH-4, paid stamp duty at 0.25% of consideration or fair value (whichever is higher), board approval and updates to the register of members. We handle every step including stamping and SH-4 attestation.
Starting at
₹4,999 onwards
Share Transfer
Founders, investors & inheritance transfers
Timeline
5-10 working days
Share transfer is the act of moving shares from one shareholder to another. In a Pvt Ltd, transfers are restricted by the AOA - usually requiring right-of-first-refusal to existing shareholders. The transfer is executed via Form SH-4 (stamped at 0.25%), board approval is recorded, and the share certificate is endorsed in the buyer's name. Without these steps, the transfer is not legally effective.
TL;DR
SH-4 + stamp duty (0.25%) + board approval + register update + share certificate endorsement. No SH-4? No transfer.
Form SH-4
The statutory share transfer deed - must be stamped before signing and lodged with the company within 60 days.
Stamp duty 0.25%
Paid on consideration or fair market value (whichever is higher), as per Indian Stamp Act.
Right of first refusal (ROFR)
Pre-emption right under AOA - existing shareholders get first chance to buy.
Fair value
For transfers below fair value, Section 56(2)(x) tax may apply to the buyer.
Standard commercial transfer at agreed consideration.
Not a transfer - it is transmission by operation of law on the death of a shareholder.
Gift transfers are still SH-4 with stamp duty, but Section 56(2)(x) may not apply for relatives defined in the Act.
01
Cap-table check, AOA review, ROFR position confirmed and consideration / fair value benchmarked.
02
SH-4 drafted, e-stamped at 0.25%, signed by transferor + transferee in front of witnesses.
03
Board meeting, transfer approved, minutes drafted, register of members updated within 7 days.
04
Old certificate endorsed in buyer's name (or new certificate issued); records archived.
Upload via our secure portal. We pre-check every scan before filing - cuts portal rejections by ~90%.
Still unsure if Share Transfer is right for your case? Book a free 20-minute consult - a senior CA / CS will walk you through your specifics.
Still have questions?
Book a free 20-minute consult with a senior partner - we'll walk through your case and outline next steps.
Talk to a partner →A senior CA / CS will get on a call with you, confirm scope and start the work - usually within 24 hours.