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Home / Company Law & Secretarial Services / Transfer of Shares
Last updated: 2 October 2026
Transferring shares in a private company means following the articles, paying stamp duty and updating the company’s records — in physical or demat form. Our team prepares the documents, checks the restrictions and completes the transfer.
A private company’s articles restrict the transfer of its shares — commonly through a right of first refusal for existing members or board approval. A transfer follows these steps:
Where one party is a non-resident, the transfer must follow FDI pricing rules and be reported in Form FC-TRS within 60 days. Tax on any gain is the seller’s responsibility.
Based on section 56 of the Companies Act, 2013, the Share Capital Rules, the Indian Stamp Act, 1899 as amended and FEMA rules. Last updated: 27 September 2026.
Share transfer deed for physical shares
Stamp duty on transfer of shares
To lodge the transfer deed with the company
Demat-only transfers for non-small private companies
Reporting for resident–non-resident transfers, within 60 days
Set pre-emption and approval rules
Most problems are found later, at diligence or exit.
Shares transferred without offering them to existing members first.
Physical transfer deeds executed without stamp duty.
A non-small private company transfers physical shares after the deadline.
Other share record services.
Issuing and stamping certificates.
Register of members.
Foreign shareholders.
Beneficial owners.
Articles, agreements and approvals checked.
Valuation where FDI or tax rules require it.
SH-4 executed and stamped, or demat instruction given.
Board approves the transfer.
Register of members and certificates updated.
FC-TRS and SBO updates where needed.
Keep ownership records consistent across filings.
Register of members shows the new holder.
Transfer reflected in the next MGT-7 / 7A.
Beneficial ownership filings updated if affected.
Seller reports the gain in their tax return.
Share your query and our team will reply during business hours.
No. The articles restrict transfers, usually through pre-emption rights or board approval.
0.015% of the consideration, under the Indian Stamp Act as amended from 1 July 2020.
Yes, for transfers of physical shares; demat shares are transferred through depository participants.
Private companies that are not small companies must, after the 30 June 2025 deadline.
The transfer must follow FDI pricing rules and be reported in Form FC-TRS within 60 days.
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This work is handled by Expertvuw’s team, with filings made on the MCA portal. Certifications and audits required by law are issued by independent practising professionals engaged for your case.