SHARE TRANSFER CHECKLIST
Transferring shares of a Private Limited Company under Section 56 of the Companies Act, 2013.
Pre-Transfer Checks
- ☐ Review Articles for transfer restrictions and right of first refusal
- ☐ Offer shares to existing members first, if pre-emption applies
- ☐ Check any lock-in under a shareholders’ agreement
- ☐ Confirm shares are fully paid or note the paid-up status
Documents
- ☐ Execute share transfer deed in Form SH-4
- ☐ Affix and cancel share transfer stamps (0.25% of consideration)
- ☐ Attach the original share certificate or allotment letter
- ☐ Obtain PAN of transferor and transferee
Board Approval
- ☐ Deliver SH-4 to the company within 60 days of execution
- ☐ Pass board resolution approving the transfer
- ☐ Reject/approve within the timeline in the Articles
Post-Transfer
- ☐ Endorse and issue share certificate to transferee within 1 month
- ☐ Update the register of members and register of transfers
- ☐ Reflect the change in the next annual return (MGT-7A)
Note: For a transfer involving a non-resident, comply with FEMA pricing guidelines and file Form FC-TRS with the RBI through the AD Bank within 60 days.