Share Transfer in a Private Company
SH-4 transfers, demat transfers, stamp duty, FEMA and register updates
- 1Restrictions checkArticles, SHA and pre-emption rights reviewed.
- 2Price and taxFMV determined; FEMA pricing checked for non-residents.
- 3ExecutionSH-4 executed and stamped or demat transfer instructed.
- 4Approval and recordsBoard approval, register and certificate updates, FC-TRS if needed.
Share your details. We’ll reply on WhatsApp with the next steps and a checklist.
Pick a plan — the fee is adjusted if you hire us within 30 days.
About Share Transfer in a Private Company
A clear overview, in simple terms — what it is, why it matters, and how we handle it.
Shares of a private company are transferred by an instrument of transfer in Form SH-4 (or through the depository if the shares are in demat form), stamped at 0.015% of the consideration, approved by the board in line with the articles, and recorded in the register of members within a month. If a non-resident is buyer or seller, FEMA pricing rules and Form FC-TRS within 60 days also apply.
Private companies restrict share transfers through their articles — usually with pre-emption rights for existing shareholders or board approval. The first step is reading the articles and any shareholders' agreement, because a transfer that ignores them can be refused or challenged.
Since the demat rules for private companies (Rule 9B), companies that are not small companies must issue and transfer securities only in dematerialised form, so transfers move through the depository participants. Small companies may still transfer physical shares using SH-4.
Tax matters too: if shares are transferred below fair market value, the buyer can be taxed on the difference under Section 56(2)(x) and the seller's consideration deemed at FMV under Section 50CA. We get the FMV computed and documented before the transfer.
| Instrument | Form SH-4 (physical) or depository instruction (demat) |
|---|---|
| Stamp duty | 0.015% of consideration on transfer of shares |
| Register update | Within one month of receiving the instrument (Section 56) |
| Non-resident party | FEMA pricing guidelines; Form FC-TRS within 60 days |
| Income tax | Transfers below FMV taxed under Sections 56(2)(x) / 50CA |
Who this is for
Common scenarios where this service is a good fit.
- Founders and shareholders exiting or restructuring holdings
- Family transfers and gifts of shares
- Investors buying secondary shares
- Transfers between residents and non-residents
What you get
Clear deliverables so you know exactly what's included.
- Articles and SHA review for restrictions
- FMV valuation coordination for tax
- SH-4 / demat transfer documentation and stamping
- Board approval and register updates
- FC-TRS filing for cross-border transfers
Expert review before every submission — not just data entry.
Working notes and reconciliations you can rely on in future notices.
Resident Indians, NRIs, expats and cross-border businesses — all served.
Documents required
A practical checklist. We'll tell you if anything else is needed based on your case.
* This is a base checklist. After a quick pre-check, we may ask for additional items specific to your case.
Process
A simple, trackable workflow — designed to avoid back-and-forth.
Articles, SHA and pre-emption rights reviewed.
FMV determined; FEMA pricing checked for non-residents.
SH-4 executed and stamped or demat transfer instructed.
Board approval, register and certificate updates, FC-TRS if needed.
Get a quote
We share a clear quote on WhatsApp after a quick checklist pre-check.
- Fixed quote on WhatsApp after a short look at your facts and documents.
- Government fees, if any, are paid at actuals and shown separately.
| Factor | DIY | Indus Tax |
|---|---|---|
| Expert review | ❌ | ✅ |
| Notice risk reduction | ❌ | ✅ |
| Deduction optimisation | ❌ | ✅ |
| Audit-ready records | ❌ | ✅ |
| AIS/26AS reconciliation | ❌ | ✅ |
Share your facts and deadline. We'll reply with the right checklist and a clear quote.
Fee adjusted against our service fee if you go ahead within 30 days.
- Priority CA Call-backSkip the queue — a CA calls you within 30 minutes.₹255
- RecommendedCA Consultation (30 min)Talk one matter through properly with a CA.₹755
- In-depth CA Review (60 min)Documents reviewed before the call, written action plan after.₹1,155
Call-backs run Mon–Sat, 9 AM–6 PM IST. Booked outside these hours? We call you first thing the next working morning.
Compare the 3 plansFrequently asked questions
Answers to the most common questions we get.
This page also covers
- Shareholding change
- Updating registers, cap table and filings after a change in shareholding.
Official sources
- Ministry of Corporate Affairs — MCA21 portal
- Companies Act, 2013 (India Code)
- RBI — FIRMS portal (FC-TRS)
Indus Tax is a private professional services firm and is not affiliated with any government authority. Rules and fees change — we confirm current positions before filing.
