Share Transfer in Rae Bareli
CA/CS-managed transfer of shares under Section 56 of the Companies Act, 2013 — Form SH-4 (share transfer deed), stamp duty at 0.015%, board approval, register of members update and endorsed share certificate, handled end to end. 100% online, at a fixed fee quoted upfront with zero hidden charges.
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Share Transfer in Rae Bareli
RoC Kanpur — 10/497, Khalasi Line, Kanpur – 208001
Allahabad High Court (Lucknow Bench)
09 (Uttar Pradesh)
Uttar Pradesh does not levy Professional Tax.
Modern Coach Factory (Rail), NTPC Unchahar, Industrial Area
Rae Bareli hosts the Modern Coach Factory and NTPC Unchahar — a manufacturing and power hub in the Awadh region.
What Is Share Transfer?
A quick, plain-language explanation before the details.
A share transfer moves ownership of a company’s shares from one person to another using a signed, stamped Form SH-4, after which the company records the new owner in its register of members and issues an endorsed share certificate.
Under Section 56 of the Companies Act, 2013, a company shall not register a transfer of shares unless a proper instrument of transfer (Form SH-4), duly stamped, dated and executed by or on behalf of the transferor and transferee, is delivered to the company within 60 days of execution, together with the share certificate or letter of allotment.
Governed by the company itself through its Board of Directors under the Companies Act, 2013 and the company’s Articles of Association; the Ministry of Corporate Affairs (MCA) administers the underlying law.
A registered transfer is permanent once entered in the register of members. The company must deliver the endorsed share certificate to the transferee within one month of receiving the instrument of transfer.
Quick Facts
Is This Service Right for You?
Ideal for
- Founders exiting or reducing their stake in the company
- Bringing in a new co-founder, partner or investor
- Transferring shares to family members or a relative
- Buy-out of a departing shareholder or director
- Internal restructuring of shareholding among promoters
- Estate / succession planning of promoter holdings
You may need this if
- You are selling or gifting shares of a private / unlisted company
- A shareholder wants to exit and pass shares to another person
- You are inducting a new shareholder into the company
- Shares are moving between existing shareholders or promoters
- You need the register of members updated and a new certificate
- Your AOA requires board approval / pre-emption before transfer
Not sure if you need this?
Talk to an Expert →Why Is a Proper Share Transfer Important?
A share transfer changes who legally owns the company. Getting the deed, stamping and board approval right protects both parties. Here is why it matters.
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01
Legally Valid Ownership
Only a transfer registered under Section 56 makes the transferee the legal member. Until the company enters it in the register of members, ownership does not legally pass.
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02
Correct Stamp Duty
Form SH-4 must be stamped at 0.015% of the consideration or market value. Under-stamped or unstamped deeds are inadmissible and can be rejected by the company.
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03
Honours AOA Restrictions
A private company’s Articles usually restrict transfers and grant pre-emption (first-refusal) rights to existing shareholders. These must be followed before any outside transfer.
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04
Board Approval on Record
The transfer needs a board resolution approving it. A clean board minute and register entry avoid future disputes over who owns the shares.
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05
Protects Buyer & Seller
A properly executed deed, valid consideration and endorsed certificate protect both the transferor and the transferee if ownership is ever questioned.
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06
Clean Cap Table for Funding
Investors and acquirers scrutinise the shareholding history. Correctly documented transfers keep your cap table clean and due-diligence ready.
Simple, Transparent Pricing
Custom quote for your case
Fees depend on your business type and scope. Get a clear, itemised quote upfront — no hidden professional charges, government fee billed at actuals.
Who Can Apply?
Eligibility checklist
- A duly executed Form SH-4 signed by both transferor and transferee
- Stamp duty paid at 0.015% of the consideration or market value
- The original share certificate (or letter of allotment) available
- Compliance with any transfer restriction / pre-emption right in the AOA
- A board resolution of the company approving the transfer
- The instrument delivered to the company within 60 days of execution
Everything You Need. One Professional Team.
Consultation
Understand the transfer, the parties, the consideration and any AOA restrictions.
AOA & Pre-emption Check
Review the Articles for transfer restrictions and existing shareholders’ first-refusal rights.
SH-4 Drafting
Prepare the Form SH-4 share transfer deed with correct particulars and consideration.
Stamp Duty
Compute and arrange stamp duty at 0.015% on the deed before execution.
Board Approval
Draft the board resolution and minutes approving the transfer.
Register Update
Record the transfer in the register of members and update the share register.
Certificate Endorsement
Get the share certificate endorsed / re-issued in the transferee’s name.
Handover & Records
Deliver executed documents and update the company’s statutory records.
What You’ll Receive
What Documents Are Required for a Share Transfer?
Requirements are grouped by transferor, transferee and company records. Keep clear scans (PDF/JPG) ready — everything is collected securely online.
Transferor (Seller)
The existing shareholder- PAN & identity/address proof of the transferor
- Original share certificate (or letter of allotment)
- Signed Form SH-4 (transferor portion)
- Details of shares held — folio, certificate & distinctive numbers
Transferee (Buyer)
The incoming shareholder- PAN & identity/address proof of the transferee
- Signed Form SH-4 (transferee portion)
- Passport is mandatory for NRIs / foreign nationals
- Proof of consideration paid, where applicable
Company Records
Maintained by the company- Articles of Association (AOA)
- Board resolution approving the transfer
- Register of members & share transfer register
- Consent / waiver of pre-emption rights, if required
Stamp the SH-4 correctly
Form SH-4 must be stamped at 0.015% of the consideration (or the market value of the shares, whichever is higher). Under-stamping makes the deed inadmissible.
Deliver within 60 days
The executed instrument of transfer must reach the company within 60 days of the date of execution, along with the share certificate.
Check the AOA first
A private company’s Articles usually restrict transfers and give existing shareholders a right of first refusal. These must be honoured before an outside transfer.
Original certificate needed
The original share certificate (or letter of allotment) must accompany the SH-4. A lost certificate needs a duplicate issued before transfer.
Don’t have all the documents?
We’ll identify what your case needs →How to Transfer Shares (Step by Step)
A share transfer is executed on Form SH-4 and approved by the company’s board under Section 56 of the Companies Act, 2013.
Consultation & AOA review
Confirm the transfer terms and check the Articles for transfer restrictions and pre-emption (first-refusal) rights of existing shareholders.
Execute Form SH-4
Draft the share transfer deed (SH-4), have it signed by transferor and transferee, and pay stamp duty at 0.015% of consideration or market value.
Deliver to the company
Submit the executed, stamped SH-4 with the original share certificate to the company within 60 days of execution.
Board approval
The Board of Directors considers and approves the transfer by resolution, recording it in the board minutes.
Update register of members
The company enters the transferee’s name in the register of members and the share transfer register.
Endorse & issue certificate
The share certificate is endorsed or re-issued in the transferee’s name and delivered within one month of the transfer.
How Long Does a Share Transfer Take?
| Stage | Expected Time |
|---|---|
| SH-4 drafting, execution & stamping | 1–3 working days |
| Delivery to company + board approval | A few days to the next board meeting |
| Register update + endorsed certificate | Within 1 month of the transfer |
The executed instrument must be delivered to the company within 60 days of execution, and the company must deliver the endorsed share certificate within one month of registering the transfer. Timelines depend on board-meeting scheduling and AOA procedures.
Key Dates — At a Glance
| Frequency | What Is Due |
|---|---|
| Within 1 Month | Endorsed share certificate delivered to the transferee · Register of members updated · Share transfer register entry made |
| Statutory Records | Board minutes recording approval maintained · Register of members (Form MGT-1) kept current · Original SH-4 retained by the company |
| Annual Filings | Updated shareholding reflected in MGT-7/7A annual return · Changes captured in the next AOC-4 filing · Beneficial-ownership (BEN) records reviewed |
| Event-Based | BEN-2 update if a significant beneficial owner changes · FEMA / RBI reporting for foreign transferees (FC-TRS) · Update cap table & investor records |
Dates are indicative and may change with government notifications. Our team tracks every deadline so you never miss a filing.
Doing It Yourself vs TaxClue
Doing It Yourself
- Interpret the AOA transfer restrictions & pre-emption rights
- Draft Form SH-4 with correct share particulars
- Compute and pay stamp duty at 0.015% correctly
- Prepare the board resolution and minutes
- Update the register of members accurately
- Endorse or re-issue the share certificate
- Risk an invalid or unregistered transfer
With TaxClue
- AOA restrictions & pre-emption rights checked for you
- SH-4 drafted and reviewed before execution
- Stamp duty computed and arranged correctly
- Board resolution and minutes prepared
- Register of members updated properly
- Share certificate endorsed / re-issued
- A clean, legally valid transfer on record
Skip the guesswork.
Let an expert handle it →Common Mistakes That Delay Your Application
TaxClue reviews your documents before filing to reduce avoidable errors.
What Follows After a Share Transfer?
Within 1 Month
- Endorsed share certificate delivered to the transferee
- Register of members updated
- Share transfer register entry made
Statutory Records
- Board minutes recording approval maintained
- Register of members (Form MGT-1) kept current
- Original SH-4 retained by the company
Annual Filings
- Updated shareholding reflected in MGT-7/7A annual return
- Changes captured in the next AOC-4 filing
- Beneficial-ownership (BEN) records reviewed
Event-Based
- BEN-2 update if a significant beneficial owner changes
- FEMA / RBI reporting for foreign transferees (FC-TRS)
- Update cap table & investor records
Penalties & Consequences
What is at stake if you do not comply
- A share transfer without SH-4 stamping at 0.015% is defective and inadmissible
- Ignoring transfer restrictions or pre-emption rights in the AOA
- Not delivering the executed SH-4 to the company within 60 days
- Transferring without the original share certificate
- Failing to update the register of members after board approval
Regulatory Updates 2025–26
- 2025: Share transfers use Form SH-4 with stamp duty of 0.015% of the consideration.
Why Businesses Choose TaxClue
CA / CS Team
Qualified Chartered Accountants and Company Secretaries handle your share transfer.
End-to-End
From SH-4 drafting to endorsed certificate — fully managed, minimal effort from you.
Fast Turnaround
Committed timelines with proactive status updates at every stage.
100% Online
Everything over WhatsApp / email — no office visits required.
Transparent Fees
A fixed fee quoted upfront — ₹0 hidden professional charges.
Post-Service Support
Guidance on register updates and follow-on filings after the transfer.
Your Documents Deserve Professional Care
- Documents handled by professionals under confidentiality
- Access limited to the team working on your file
- Communication over secure digital channels
- Documents retained only as long as needed for compliance
Frequently Asked Questions
What is Form SH-4?
How much stamp duty is payable on a share transfer?
Under which law is a share transfer governed?
What is the time limit to deliver the transfer deed to the company?
When must the company issue the new share certificate?
Can shares of a private company be transferred freely?
What are pre-emption rights?
Does the board need to approve a share transfer?
What is the register of members?
What if the original share certificate is lost?
Can shares be transferred to an NRI or foreign national?
What is the difference between transfer and transmission of shares?
How do I transfer shares of a private limited company step by step?
How is stamp duty on a share transfer calculated and paid?
Can I transfer shares as a gift to a family member?
What happens if Form SH-4 is not delivered within 60 days?
Can shares be transferred if the company has not issued physical certificates?
Official Sources & Legal References
Every regulatory detail on this page — the governing section, the transfer instrument and the stamp-duty rate — is drawn from primary law and official government sources. Verify them directly:
- Companies Act, 2013 — Section 56Transfer and transmission of securities · India Code
- MCA — Ministry of Corporate AffairsOfficial portal for company law, forms and filings
- Companies (Share Capital & Debentures) Rules, 2014Form SH-4 and share transfer procedure
- Indian Stamp Act — stamp duty on securities0.015% stamp duty on transfer of shares
Related Guides
How to Transfer Shares in a Pvt Company
Read guide ArticleShare Transfer Procedure for Private Companies
Read guide ArticleStamp Duty on Share Transfer Deed
Read guide ArticleAllotment of Shares & PAS-3 Procedure
Read guide ArticleSection 62 Rights Issue Procedure
Read guide ArticleBuyback of Shares under Section 68
Read guide ArticleKey Definitions of the Companies Act 2013
Read guideShare Transfer Resources — All Free
Transfer Your Shares the Right Way
Expert-managed share transfer — SH-4 deed, stamp duty at 0.015%, board approval, register of members update and endorsed certificate, end to end. Free consultation, fixed fee quoted upfront, zero hidden charges.