Transfer of Shares

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Transfer of Shares


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About Transfer of Shares

Transfer of shares means the voluntary handing over of the rights and possibly, the duties of a member (as represented in a share of the company) from a shareholder who wishes to not be a member in the company any more to a person who wishes of becoming a member. Thus, shares in a company are transferable like any other movable property in the absence of any expressed restrictions under the articles of the company.

Main Provisions related to Transfer of Share

Instrument for Transfer of Share is compulsory

Section 56 provides that a company shall not register a transfer of shares of, the company, unless a proper transfer deed in Form SH.4 as given in Rule 11 of Companies (Share Capital & Debentures) Rules 2014 duly stamped and executed by or on behalf of the transferor and by or on behalf of the transferee and specifying the name, address and occupation, if any, of the transferee, has been delivered to the company, along with the certificate relating to the shares, or if no such certificate is in existence, along with the letter of allotment of the shares

Restriction on transfer in Private Company not applicable in certain cases

Restriction upon transfer of shares is in private company are not applicable in the following cases:—

  • on the right of a member to transfer his/her shares cannot be applicable in a case where the shares are to be transferred to his/her representative(s).
  • in the event of death of a shareholder, legal representatives may require the registration of share in the names of heirs, on whom the shares have been devolved.

Note: Restriction should not be in the form of prohibition and Restriction can only be by the Articles of Association.

Value of share transfer stamps to be affixed on the transfer deed

Stamp duty for transfer of shares is 25 paise for every Rs. 100 or part thereof of the value of shares as per Notification No. SO 130(E), dated 28-01-2004 issued by the Ministry of Finance, Department of Revenue, New Delhi.

Time limit for issue of certificate on transfer (Section-56(4))

Every company, unless prohibited by any provision of law or of any order of any Court, Tribunal or other authority, shall, within One month deliver, the certificates of all shares transferred after the application for the registration of the transfer of any such shares, debentures or debenture stock received.

Private company shall restrict right to transfer its shares

Entire shareholding of a private company may be owned by a family or other private group. Section 2(58)(i) of the Companies Act, 2013 provides that the Articles of private company shall restrict the right to transfer the company’s shares.

Time Period for deposit of Instrument for Transfer

An instrument of transfer of shares i.e. FormSH.4 with the date of its execution specified thereon shall be delivered to the company within sixty (60) days from the date of such execution by or on behalf of the transferor and by or on behalf of the transferee.

Time Limit for Refusal of registration of Transfer

Provisions related to Refusal of registration and appeal against refusal is given in Section 58 of the Companies Act, 2013. Power of refusal to register transfer of shares is to be exercised by the company within thirty (30) days from the date on which the instrument of transfer or the intimation of transfer, as the case may be is delivered to the company.

Time Limit for appeal against refusal to register Transfer by Private Company

As per section 58(3), a transferee of shares may appeal to the Tribunal against the refusal within a period of thirty (30) days from the date of receipt of the notice from the Company or in case no notice has been sent by the company, within a period of sixty (60) days from the date on which the instrument of transfer or the intimation of transmission, as the case may be, was delivered to the company.

Time Limit for appeal against refusal to register Transfer by Public Company

As per section 58(4), a transferee of shares may, within a period of sixty (60) days of such refusal or where no intimation has been received from the company, within ninety (90) days of the delivery of the instrument of transfer or intimation of transmission, appeal to the Tribunal.

Penalty for Non-compliance

Where any default is made in complying with the provisions related to transfer of shares, the company shall be punishable with fine which shall not be less than Rs. 25,000/- but which may extend to Rs. 5,00,000/- and every officer of the company who is in default shall be punishable with fine which shall not be less than Rs. 10,000/- but which may extend to Rs. 1,00,000/-

Process

Transfer of Share in a Private Company
Generally articles contain the detailed provisions as regards the procedure for transfer of shares. Usually following steps shall be followed by a private company to give effect to the transfer of shares:—

Transferor should give a notice in writing for his intention to transfer his share to the company.

The company in turn should notify to other members as regards the availability of shares and the price at which such share would be available to them.

Such price is generally determined by the directors or the auditors of the company.

The company should also intimate to the members, the time limit within which they should communicate their option to purchase shares on transfer.

If none of the members comes forward to purchase shares then the shares can be transferred to an outsider and the company will have no option, other than to accept the transfer.

Get the Share transfer deed in form SH-4 duly executed both by the transferor and the transferee.

The transfer deed should bear stamps according to the Indian Stamp Act and Stamp Duty Notification in force in the State concerned. The present rate of transfer of shares is 25 Paise for every one hundred rupees of the value of shares or part thereof. Do not forget to cancel the stamps affixed at the time or before signing of the transfer deed.

The signatures of the transferor and the transferee in the share transfer deed must be witnessed by a person giving his signature, name and address.

Attach the relevant share certificate or allotment letter with the share transfer deed and deliver the same to the company. The share transfer deed should be deposited with the company within sixty (60) days from the date of such execution by or on behalf of the transferor and by or on behalf of the transferee.

After receipt of share transfer deed, board shall consider the same. If the documentation for transfer of share is in order, board shall register the transfer by passing a resolution.

Transfer of Share in a Public Company
Section 58(2) provides that the shares or debentures and any interest therein of a public company shall be freely transferable. Usually following steps shall be followed by a private company to give effect to the transfer of shares:—

  • Get the Share transfer deed in form SH-4 duly executed both by the transferor and the transferee.
  • The transfer deed should bear stamps according to the Indian Stamp Act and Stamp Duty Notification in force in the State concerned. The present rate of transfer of shares is 25 Paise for every one hundred rupees of the value of shares or part thereof. Do not forget to cancel the stamps affixed at the time or before signing of the transfer deed
    • .
  • The signatures of the transferor and the transferee in the share transfer deed must be witnessed by a person giving his signature, name and address.
  • Attach the relevant share certificate or allotment letter with the share transfer deed and deliver the same to the company. The share transfer deed should be deposited with the company within sixty (60) days from the date of such execution by or on behalf of the transferor and by or on behalf of the transferee.
  • After receipt of share transfer deed, board shall consider the same. If the documentation for transfer of share is in order, board shall register the transfer by passing a resolution.

Frequently Asked Questions

I would like to gift some shares to my children/relatives. How do I get them registered in their names? Does it involve stamp duty?

The procedure of registration of shares gifted is same as the procedure for a normal transfer. The stamp duty is also applicable in case of gifted shares, and the duty is at 0.25% of the market value prevailing on the date of execution of the transfer deed by the transferee.

The stamp duty applicable on share transfer is at 0.25% on the market value on the date of execution of the transfer deed. Share Transfer Stamps can be obtained from the authorised stamp vendors. Your sharebroker can also help you in this regard.

Please fill in all the columns of the transfer deed, sign as transferee at appropriate places and affix share transfer stamps at 0.25% of the market value on the date of execution of the transfer deed. Please ensure that the transfer deed is duly filled in and executed as explained, to avoid any discrepancy/objection on lodgement.

You have to execute a transfer deed, duly stamped and submit the same to our R & T Agent for transfer. Please note that such addition of name amounts to change in ownership of shares and the procedure for transfer has to be followed.

A transfer deed is valid for a period of one year from the presentation date indicated in the stamp affixed by the Registrar of Companies on the upper portion of the deed or the closure date of Register of Members immediately after the presentation date, whichever is later. Please check whether your transfer deed is still valid. If so, submit the transfer deed duly executed and stamped along with share certificates to our R & T Agent for transfer in your favour. If the validity period of the transfer deed has expired you will have to approach the Registrar of Companies for extending the validity of the transfer deed. Alternatively, you may approach the registered holder/seller whose signatures are appearing on the transfer deed as seller to execute fresh transfer deeds. Thereafter you may submit the fresh/revalidated transfer deed to our R& T Agent for transfer. Revalidation of transfer deed(s) is not applicable in case of entities which are not under the purview of Registrar of companies.

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