Share Transfer Form (India)

A Share Transfer Form in India establishes how the company is to be constituted or managed and the rights attaching to its shares or offices.

Section 56 of the Companies Act 2013 makes it mandatory for a valid, duly stamped SH-4 to be delivered to the company before it can register any share transfer. Without a properly executed and stamped SH-4, the company's Board must refuse to register the transfer. Once lodged, the company must register the transfer within 30 days and issue a new share certificate to the transferee within 60 days of receipt.

The SH-4 form captures: the name of the company and its CIN; the class, face value, and distinctive numbers of the shares being transferred; the consideration paid (in rupees); the full names, addresses, and signatures of the transferor and transferee; the date of execution; and an attestation by a witness. Stamp duty at 0.015% of the consideration (or market value, whichever is higher) under the Indian Stamp Act 1899 as amended by the Finance Act 2019 is payable before or at the time of execution.

Form SH-4 is only required for physical share certificates — shares held in demat form through the National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL) are transferred through the depository participant system under the Depositories Act 1996, without any physical SH-4 instrument. Physical certificates remain common in unlisted private limited companies in India that have not dematerialised their shares.

Before executing a share transfer in a private limited company, the transferor must comply with any pre-emption rights, right of first refusal (ROFR), or board approval requirements in the company's Articles of Association or shareholders' agreement. Failure to comply with transfer restrictions entitles the company's Board to refuse registration under Section 58(2) of the Companies Act 2013. The Registrar of Companies (ROC) and the National Company Law Tribunal (NCLT) have jurisdiction over disputes about share transfer registration. Capital gains tax on the transfer of shares is payable under the Income Tax Act 1961 — short-term capital gains at the applicable slab rate, and long-term capital gains (for shares held more than 24 months for unlisted companies) at 20% with indexation benefit. Forms-legal.com provides this template as a starting point for India-compliant share transfer form documentation.

You need a Share Transfer Form whenever shares in an Indian private or public limited company held in physical certificate form are being sold or transferred from one person to another — whether in a commercial sale, a gift, a bequest, a family settlement, or a pledge enforcement.

You need this form before lodging the transfer with the company for registration. The company will not register the transfer of shares — meaning the company's register of members will not be updated to reflect the new owner — unless a valid, duly stamped SH-4 is presented.

You need this form for off-market transfers of unlisted company shares. Listed company shares held in demat form are transferred through the NSDL/CDSL depository system without a physical SH-4. However, for physical share certificates (which still exist in many legacy private companies), the SH-4 remains the mandatory instrument.

You also need this form as evidence of the transfer in any dispute about ownership of shares — before the NCLT, a civil court, or the Income Tax Department.

Parties in India should prepare a Share Transfer Form (India) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.

A valid India Share Transfer Form (SH-4) under Rule 11 of the Companies (Share Capital and Debentures) Rules 2014 must include the following mandatory elements.

Company identification: the full registered name of the company whose shares are being transferred, and its Corporate Identification Number (CIN).

Transferor details: the full legal name, address, and folio number of the existing shareholder (transferor); the transferor's signature (and, for joint holders, signatures of all joint holders).

Share details: the number of shares being transferred; the class and type of shares (equity or preference); the distinctive share certificate numbers (from number to number) as shown on the existing share certificate(s); and the face value per share.

Consideration: the sale consideration in Indian rupees (₹), which determines the stamp duty payable. For gift transfers, the market value of the shares at the date of transfer is used for stamp duty calculation.

Transferee details: the full legal name, address, and occupation of the buyer (transferee); the transferee's signature.

Witness attestation: the full name, address, and signature of a witness who attests the signatures of both transferor and transferee. The witness must be a different person from the transferor and transferee.

Date of execution: the date on which the form is signed by both parties. The form must be lodged with the company within 60 days of this date.

Stamp duty: adhesive revenue stamps or e-stamp paper of a value equal to 0.015% of the consideration (or market value, whichever is higher) must be affixed before or at the time of execution, as required by the Indian Stamp Act 1899 as amended by the Finance Act 2019.

Lodgement documents: the completed SH-4 must be lodged with the company's registered office along with the original share certificate(s) being transferred, proof of payment of stamp duty, and a board-certified extract of the board resolution approving the transfer (where required by the Articles).

Post-registration: after the Board registers the transfer, the company must update its Register of Members under Section 88 of the Companies Act 2013, cancel the old certificate, and issue a new share certificate to the transferee within 60 days of receipt of the lodgement. The National Company Law Tribunal (NCLT) has jurisdiction under Section 58 to order registration if the company refuses. The Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA) oversee compliance. Forms-legal.com provides this template as a starting point for India-compliant share transfer form documentation.