Share Capital Advisory

Share Transfer

Quick Reference for Your Business

SH-4 · Stamp Duty · Timeline – everything you need to know about Share Transfer.

Documents Required

Form SH-4

Signed by transferor, transferee and a witness

Original share certificate

or allotment letter

Stamp duty paid

on SH-4 (e-stamp)

PAN / ID of the transferee

and proof of consideration

Board resolution

approving the transfer; check AoA for ROFR / pre-emption

Key Facts & Timelines

Point	Details
Law / form	Section 56, Companies Act 2013 · Form SH-4
Lodge SH-4 with company	Within 60 days of execution
Stamp duty	0.015% of consideration (transfer of shares)
New share certificate	Within 1 month of board approval
Cross-border transfer	File FC-TRS on RBI FIRMS within 60 days

Demat note: Under Rule 9B, non-small private companies must hold and transfer shares in demat form — confirm whether this applies before completing a physical SH-4 transfer. For resident ↔ non-resident transfers, FEMA pricing rules and FC-TRS apply in addition to SH-4.

What to Watch

Unstamped SH-4 is invalid

Pay correct stamp duty before signing — an unstamped deed isn't valid.

60-day lodging

Lodge SH-4 within 60 days or the transfer can be questioned.

AoA restrictions

Check Right of First Refusal / pre-emption clauses first.

FC-TRS for cross-border

Missing the 60-day FC-TRS triggers FEMA penalties.

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