Share Transfer in Private Limited Company: Complete Process
Share transfer is one of the most common corporate transactions for private limited companies — whether it involves founders exiting, investors selling their stake, or ownership restructuring. The process is governed by Section 56 of the Companies Act, 2013 and must be completed using the prescribed Form SH-4 (Share Transfer Deed).
Types of Share Transfer
| Type | Description | Common Scenario |
|---|---|---|
| Voluntary Transfer | Shareholder sells/gifts shares willingly | Founder exit, secondary sale, family transfer |
| Transfer by Operation of Law | Transfer by court order, insolvency, or succession | Death of shareholder, NCLT order |
| Transmission | Transfer on death of shareholder to legal heirs | Succession, probate, nomination |
Restrictions on Share Transfer in Private Companies
Private limited companies have inherent restrictions on share transfer under the Companies Act:
- Right of First Refusal (ROFR): Most Articles of Association require offering shares to existing members first
- Board Approval: Board of directors can refuse to register transfer (with valid reason)
- Pre-emption Rights: Shareholders Agreement may grant pre-emption rights to other shareholders
- Lock-in Periods: SHA may restrict transfer for a specified period post-investment
- Tag-Along/Drag-Along: SHA provisions may compel or allow co-sale with majority shareholders
Share Transfer Process: Step-by-Step
- Check Articles of Association: Review AOA for transfer restrictions, ROFR, and pre-emption provisions
- Comply with SHA: If Shareholders Agreement exists, follow its transfer provisions
- Offer to Existing Members: If ROFR applies, send transfer notice to existing shareholders
- Wait for Response: Allow prescribed period (usually 15-30 days) for existing members to exercise ROFR
- Execute SH-4: Transferor and transferee execute Share Transfer Deed (Form SH-4)
- Stamp Duty: Pay applicable stamp duty on SH-4 (varies by state — 0.015% to 0.25%)
- Submit to Company: Deliver executed SH-4 + share certificates to company
- Board Approval: Board passes resolution approving the transfer
- Register Transfer: Company updates Register of Members and Register of Share Transfers
- Issue New Certificates: New share certificates issued to transferee within 1 month
Stamp Duty on Share Transfer (State-wise)
| State | Stamp Duty Rate | Based On |
|---|---|---|
| Karnataka | 0.1% | Market value or consideration, whichever higher |
| Maharashtra | 0.25% | Market value or consideration, whichever higher |
| Delhi | 0.25% | Market value or consideration, whichever higher |
| Tamil Nadu | 0.4% | Market value or consideration, whichever higher |
| Gujarat | 0.1% | Market value or consideration, whichever higher |
Valuation for Share Transfer
Share transfer pricing must comply with applicable valuation norms:
- Between residents: Price determined by agreement (no FEMA pricing norms)
- Resident to non-resident: Price must not be less than fair market value (Rule 11UA of IT Rules / DCF method)
- Non-resident to resident: Price must not exceed fair market value
- FEMA FC-TRS required: If transfer involves non-resident party, file FC-TRS within 60 days
Capital Gains Tax on Share Transfer
| Holding Period | Tax Type | Tax Rate |
|---|---|---|
| Less than 24 months | Short-term capital gains | As per income tax slab |
| 24 months or more | Long-term capital gains | 20% with indexation |
Frequently Asked Questions
Can shares of a private limited company be freely transferred?
No. Private companies have restrictions on share transfer under the Companies Act. The Articles of Association typically contain provisions for right of first refusal, board approval requirements, and pre-emption rights. Shares cannot be transferred to outsiders without offering them to existing members first.
What is Form SH-4?
Form SH-4 is the Share Transfer Deed prescribed under the Companies Act. It must be executed by both the transferor (seller) and transferee (buyer), stamped with applicable stamp duty, and submitted to the company along with original share certificates for registration of transfer.
Is stamp duty payable on share transfer?
Yes, stamp duty is payable on execution of SH-4. The rate varies by state — from 0.015% to 0.4% of the transfer consideration or market value, whichever is higher. In Karnataka, the rate is currently 0.1%.