Incorporation
We prepare your share transfer instrument (SH-4), confirm the transfer is properly approved under your Articles, and get the stamp duty calculation right at the current rate. Documentation and filing facilitation only. This is a company-secretarial act rather than an ROC e-form filing.
Transferring shares in a private company isn't an ROC filing the way an allotment is. It's a company-secretarial act built around Form SH-4, your Articles' transfer-restriction clause, and stamp duty at a rate most guides online still get wrong. We prepare the instrument and get the calculation right.
Search for how to transfer shares in a private limited company and most results assume an MCA e-form filing. There usually isn't one for the transfer itself. What actually happens: the transferor and transferee execute Form SH-4, the board approves the transfer under whatever restrictions your Articles impose, typically a right of first refusal to existing members, and the company updates its own register of members internally.
Where founders lose money on this is stamp duty. The rate most sites quote, 0.25%, stopped being law in 2019.
Scope
Drafted for the transferor and transferee to execute under Section 56.
Confirms board approval and right-of-first-refusal steps against your Articles before the transfer proceeds.
Calculated at the current 0.015% rate rather than the stale 0.25% figure still circulating.
The internal company record updated to reflect the new holder.
Specifics
Unlike a share allotment, which triggers a PAS-3 filing with the ROC, a transfer between existing or incoming shareholders is a company-secretarial act. Your Articles typically restrict it: board approval, a right of first refusal offered to existing members first. Once cleared under the Articles, the transfer is registered internally and the register of members updated. That's the process. It isn't an e-form submission to the ROC.
The current stamp duty on a private company share transfer is 0.015% of the consideration or market value, uniform since 1 July 2020. The older 0.25% rate under Article 62(a) of the Indian Stamp Act, 1899 was omitted by the Finance Act, 2019. Several current guides, including at least one practitioner forum thread, still quote 0.25%. Don't use it.
The legal default, under Section 29 of the Indian Stamp Act and the case law built around it, places the duty on the transferor, the seller, absent a contrary agreement. In practice, that default gets overridden constantly, and current guidance often states flatly that the buyer pays. We put the allocation you've actually agreed on in writing rather than assuming either side is automatically on the hook.
Process
Step 1 of 4
AoA check
We confirm the transfer complies with your Articles' transfer-restriction clause before drafting anything.
Common mistakes founders make
Clarifications
Usually not, for the transfer act itself. It's a company-secretarial act rather than an MCA e-form filing. A share allotment is different: that does trigger a PAS-3 filing.
0.015% of the consideration or market value, uniform since 1 July 2020. The 0.25% figure still circulating stopped being law in 2019.
The legal default places it on the seller absent a contrary agreement, but market convention often shifts it to the buyer by contract. We recommend putting the allocation you've agreed on in writing rather than assuming.
Most private companies' Articles require it, along with a right of first refusal offered to existing members first. We check your specific Articles before drafting the SH-4.
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