Share Transfer — SH-4 Filing with RoC
Transfer shares between shareholders. SH-4 filing, stamp duty, board approval, and demat compliance. Updated for Rule 9B mandatory demat (30 Jun 2025).
What You Need to Know
Share Transfer under Section 56 of Companies Act 2013 involves transferring shares from one person to another. For private companies, board approval is required. Form SH-4 (Share Transfer Form) is executed, stamp duty paid, and the transfer is recorded in the Register of Members.
With Rule 9B mandatory demat (deadline 30 June 2025 for non-small private companies), shares must be in demat form. Physical transfers are invalid after the deadline.
Key MCA Updates (2025–2026)
DIR-3 KYC: Now triennial (every 3 years) from 31 Mar 2026 — no longer annual. Rule 9B Demat: Mandatory for non-small private companies by 30 Jun 2025. Small Company: Revised thresholds — paid-up capital ≤₹4Cr, turnover ≤₹40Cr (from 1 Dec 2025). Compliance Facilitation Scheme 2026: File overdue annual returns/financials.
What is Share Transfer?
Transfer of shares under Section 56:
- SH-4 — Share Transfer Form (buyer and seller sign)
- Stamp duty — 0.015% of consideration or FMV (whichever is higher)
- Board approval — required for private companies (Articles may have restrictions)
- Section 50CA + 56(2)(x) — FMV consideration rules for unlisted shares
- Rule 9B demat — mandatory for non-small private companies by 30 Jun 2025
Why is Share Transfer Important?
Legal Compliance
Mandatory under Companies Act 2013 / LLP Act 2008.
RoC Filing Required
Must be filed with Registrar of Companies within prescribed timeline.
Penalty Avoidance
Non-filing attracts ₹100/day penalty (no cap) + officer prosecution.
Business Continuity
Keep corporate records accurate for banking, contracts, and compliance.
Stakeholder Confidence
Accurate MCA records build trust with investors, lenders, and partners.
Quick Process
TaxClue handles the complete filing — CS-managed, 100% online.
Benefits of Share Transfer
| Benefit | Description |
|---|---|
| Legal Compliance | Meet Companies Act / LLP Act filing requirements |
| Penalty Avoidance | File on time — avoid ₹100/day penalty (no cap) |
| Accurate Records | MCA records match current business reality |
| Banking & Finance | Updated records needed for loans, accounts, funding |
| Investor Confidence | Clean compliance record for due diligence |
| Business Transactions | Required for M&A, share transfers, contracts |
Is This Right For You?
Shareholder Changes
Buying/selling shares between shareholders.
Promoter Restructuring
Promoter group changes.
Foreign Investment
FEMA/FDI share transfers.
Exit/Entry
Investor entry or exit.
Inheritance
Succession/transmission of shares.
Pledge Release
Share pledge creation/release.
Eligibility Criteria
| Requirement | Details |
|---|---|
| Entity Type | Private Ltd, Public Ltd, OPC, LLP, Section 8 (as applicable) |
| Board Resolution | Required for most corporate changes |
| Shareholder Approval | Special/ordinary resolution as per Companies Act |
| MCA Portal | Filed on MCA V3 portal with DSC |
| Timeline | Within prescribed period (varies by form — typically 15-30 days) |
| CS Certification | Required for certain forms (companies with paid-up capital >₹10Cr or turnover >₹50Cr) |
Documents You'll Need
PAN + Aadhaar
Of directors/partners/applicant
Company Proof
CoI / LLP Agreement / CIN
Board Resolution
Authorising the specific change
MCA Forms
Service-specific e-forms
Supporting Docs
As required for the specific filing
DSC
Digital Signature of authorised signatory
Prepared by TaxClue
Board resolutions, MCA e-forms, supporting documents, and complete filing — all handled by our CS team.
Step-by-Step Process
Consultation
TaxClue assesses the requirement, applicable sections, and filing strategy.
Board Resolution & Documentation
Draft Board/shareholder resolution, prepare supporting documents.
MCA e-Form Preparation
Prepare the specific MCA form with all required fields and attachments.
DSC & Filing
Affix Digital Signature and file on MCA V3 portal.
RoC Processing
Registrar reviews. STP (Straight Through Process) or manual approval.
Confirmation & Compliance ✅
RoC approval/certificate received. Records updated. Post-filing compliance advised.
Turnaround Time
| Step | Timeline |
|---|---|
| Consultation + document collection | 1–3 days |
| Board resolution + form preparation | 2–3 days |
| MCA filing | 1 day |
| RoC processing (STP forms) | 1–3 days |
| RoC processing (manual approval) | 7–15 days |
| Total | 5–20 working days |
Government Fees & Charges
| Component | Amount |
|---|---|
| MCA filing fee | ₹200–₹6,000 (based on authorised capital) |
| Additional fee (late filing) | ₹100/day of delay (no cap) |
| Stamp duty (if applicable) | Varies by state and document type |
| DSC (if needed) | ₹1,500–₹2,500 |
Ongoing Compliance
| Compliance | Deadline | Details |
|---|---|---|
| Annual Return (MGT-7/7A) | Within 60 days of AGM | Filed with RoC |
| Financial Statements (AOC-4) | Within 30 days of AGM | Audited financials |
| AGM | Within 6 months of FY-end | Board + member meeting |
| Board Meetings | Min 4/year (gap ≤120 days) | Company: 4; OPC: 1 exempt conditions |
| DIR-3 KYC | Every 3 years (from 31 Mar 2026) | Was annual; now triennial |
| Statutory Audit | Before AGM | Mandatory for companies |
| INC-20A (Commencement) | Within 180 days of incorp | Post-Nov 2018 companies |
| Demat Compliance | 30 Jun 2025 (non-small Pvt) | Rule 9B mandatory |
Penalties for Non-Compliance
| Default | Penalty |
|---|---|
| Non-filing of annual return/financials | ₹100/day delay (no cap) + officer penalties under Sec 92/137 |
| Non-compliance with Board resolution | Company + officers liable; ₹1L–₹5L fine |
| Operating without required registrations | Prosecution under Companies Act; RoC action |
| Non-filing of allotment return (PAS-3) | ₹1,000/day penalty; allotment may be void |
| Non-compliance with demat (Rule 9B) | Physical transfers invalid after deadline; company + officers penalised |
| Director acting while disqualified | Imprisonment up to 1 year + fine ₹1L–₹5L (Section 167) |
| Non-filing of DIR-3 KYC | DIN deactivated; ₹5,000 reactivation fee |
| False declaration in MCA forms | Imprisonment up to 6 months + fine; Section 448/449 |
Why Choose TaxClue?
CS/CA Managed
Practising Company Secretary handles all MCA filings.
End-to-End
Resolution drafting to RoC approval — complete management.
Fast Filing
Quick turnaround with zero RFI (Request for Information) rate.
2026 Updated
Current with all MCA amendments and notifications.
100% Online
Everything handled digitally.
5,000+ Filings
4.9/5 Google rating.
TaxClue's Process
Consultation
Assess requirement and plan filing strategy.
Documentation
Resolutions, forms, and supporting documents.
MCA Filing
Submit on MCA V3 portal with DSC.
Approval & Compliance ✅
RoC confirmation received. Post-filing advisory.
What Our Clients Say
Share Transfer Across Industries
Entity Comparison
| Parameter | Pvt Ltd | Public Ltd | OPC | LLP |
|---|---|---|---|---|
| Governing Law | Companies Act 2013 | Companies Act 2013 | Companies Act 2013 | LLP Act 2008 |
| Min Directors | 2 | 3 | 1 | 2 (Partners) |
| Min Members | 2 | 7 | 1 | 2 |
| MCA Filing | Yes | Yes | Yes | Yes |
| Annual Filing | MGT-7A, AOC-4 | MGT-7, AOC-4 | MGT-7A, AOC-4 | Form 11, Form 8 |
| Audit | Mandatory | Mandatory | Conditional | Conditional |
| Demat (Rule 9B) | Non-small: 30 Jun 2025 | Already mandatory | Small exempt | N/A |
Frequently Asked Questions
MCA Amendments
- 31 Dec 2025DIR-3 KYC Amendment — triennial filing (every 3 years) replaces annual. Effective 31 Mar 2026.
- 1 Dec 2025Small Company thresholds revised — paid-up capital ≤₹4Cr, turnover ≤₹40Cr (was ₹2Cr/₹20Cr).
- Feb 2025Rule 9B — mandatory demat for non-small private companies. Deadline 30 June 2025. No further extension.
- 2026Companies Compliance Facilitation Scheme 2026 — file overdue annual returns and financial statements.
- Feb 2026New Regional Directors and ROCs established effective 16 Feb 2026.
- 2025PAS-3 Amendment Rules 2025 — updated allotment filing requirements.
- OngoingCompanies Act 2013 + Rules remain primary framework. MCA V3 portal for all filings.
Real Clients. Real Results.
Share Transfer — Pvt Ltd
Complete Share Transfer filing. Board resolution + MCA form + RoC approval.
Share Transfer — Listed Entity
Complex corporate action managed end-to-end.
Share Transfer —
CS-Managed, Fast, Fully Compliant.
Board resolution, MCA form, RoC filing, and compliance — all handled by our CS team.