Compliance Pack
Transfer of shares in a private company, SH-4 or demat transfer
What this means, checked by a CA
A share transfer in a private company needs a stamped transfer deed (or a demat transfer), board approval and an update to the register of members. We check the articles for restrictions, the right price for tax, whether the shares must first be dematerialised, and complete the board approval, registers and certificate.
₹3,999
Event-based, + 18% GST
- Delivered in 5 working days after signed SH-4 and stamp duty payment
- Due: Instrument delivered to the company within 60 days of execution; company issues the certificate within one month of receiving it
How we do it: IDFD
Every case runs through the same four steps: Information, Discussion, Forms, Deliverables. You see each one ticked as it happens.
InformationWhat we need from you · 8 items
Signed and witnessed SH-4
Instrument of transfer
Original share certificate
Lodged with the deed
Stamp duty proof
Unstamped deed cannot be registered
Price and payment proof
Consideration in deed and tax check
Valuation report, if unrelated buyerOptional
Fair value for income tax
Gift deed, if no considerationOptional
Supports nil consideration
Demat account and ISIN detailsOptional
Non-small companies transfer in demat
Buyer PAN and residency status
NRI buyer needs FEMA reporting
DiscussionWhat we discuss · 5 items
Is the company a small company, or must its shares be in demat under Rule 9B?
SH-4 or depository transfer
Do the articles give existing members a right of first refusal or need board consent?
Offer to members first
Is the buyer a relative, an outsider, or a non-resident?
Tax on price; FEMA FC-TRS
What price is being paid, and is it below fair market value?
Sec 56(2)(x) and 50CA exposure
Is this a sale, a gift, or a transfer after death?
Gift deed or transmission route
FormsForms we file · 7 items
Check articles, offer to existing members if required, and confirm demat or physical route
Where: Internal. Due: Before signing
Work out fair value and tax on both sides
Compare agreed price with FMV under Rule 11UA; shortfall may be taxed in buyer's hands and seller's consideration deemed at FMV
Where: Internal. Due: Before fixing price
Execute SH-4 and pay stamp duty (physical), or give delivery and receipt instructions through DPs (demat)
Where: State e-stamp or depository participant. Due: On execution
Lodge SH-4 with the share certificate at the company
Where: Company. Due: Within 60 days of execution
Board meeting approves the transfer; update register of members and endorse or issue certificate
Where: Internal. Due: Within one month of lodging
If NRI is a party, file FC-TRS on FIRMS through the bank
Where: https://firms.rbi.org.in. Due: Within 60 days of receipt or payment of consideration
Report the transfer in the next annual return
Where: https://www.mca.gov.in. Due: MGT-7 or MGT-7A for the year
DeliverablesWhat you get · 3 items
Board resolution approving transfer
When: At the board meeting
Share certificate in buyer's name (or demat credit)
When: Within one month
Updated register of members
When: Same day as approval
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