Transfer of shares in a private company, SH-4 or demat transfer

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
  1. Signed and witnessed SH-4

    Instrument of transfer

  2. Original share certificate

    Lodged with the deed

  3. Stamp duty proof

    Unstamped deed cannot be registered

  4. Price and payment proof

    Consideration in deed and tax check

  5. Valuation report, if unrelated buyerOptional

    Fair value for income tax

  6. Gift deed, if no considerationOptional

    Supports nil consideration

  7. Demat account and ISIN detailsOptional

    Non-small companies transfer in demat

  8. Buyer PAN and residency status

    NRI buyer needs FEMA reporting

DiscussionWhat we discuss · 5 items
  1. Is the company a small company, or must its shares be in demat under Rule 9B?

    SH-4 or depository transfer

  2. Do the articles give existing members a right of first refusal or need board consent?

    Offer to members first

  3. Is the buyer a relative, an outsider, or a non-resident?

    Tax on price; FEMA FC-TRS

  4. What price is being paid, and is it below fair market value?

    Sec 56(2)(x) and 50CA exposure

  5. Is this a sale, a gift, or a transfer after death?

    Gift deed or transmission route

FormsForms we file · 7 items
  1. Check articles, offer to existing members if required, and confirm demat or physical route

    Where: Internal. Due: Before signing

  2. 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

  3. 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

  4. Lodge SH-4 with the share certificate at the company

    Where: Company. Due: Within 60 days of execution

  5. Board meeting approves the transfer; update register of members and endorse or issue certificate

    Where: Internal. Due: Within one month of lodging

  6. 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

  7. 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
  1. Board resolution approving transfer

    When: At the board meeting

  2. Share certificate in buyer's name (or demat credit)

    When: Within one month

  3. Updated register of members

    When: Same day as approval

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+ 18% GST

Book Transfer of shares in a private company, SH-4 or demat transfer