Trusted by 10,000+ Businesses

Transfer of Shares in Delhi: SH-4, Stamp Duty, Board Approval, and FEMA Compliance

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: 06 April 2026 Verify Credentials →

Form SH-4: Share Transfer Deed under Section 56 | Signed by transferor and transferee | Within 60 days

Stamp Duty: Physical 0.25% of consideration | Demat 0.015% (auto-collected by NSDL/CDSL)

Board Approval: Private company board must approve | New certificate within 1 month

Cross-Border: FC-TRS on RBI FIRMS within 60 days | FMV pricing | Sectoral cap compliance

10,000+ Businesses Served | 4.9 Google Rating | 15+ Years of Practice

Call +91 945 945 6700 Email Us WhatsApp Us
15+ YearsIndustry Experience
CA & CSCertified Experts
4.9
Based on 500+ reviews

Get Free Consultation

Talk to a CA/CS expert today

🇮🇳 +91

Our team will get back to you shortly. No spam.

100% Secure No Spam Quick Response

Real Stories from Real People

Hear how teams across industries use Patron to save time, cut costs, & stay in control.

Fetching latest Google reviews…
“
Co-founder exit. ROFR, SH-4 with stamp duty, board approval, new certificates, Register update - 12 days. Clean, no disputes.
VK
Vikram Kumar
Startup Founder
★★★★★
2 months ago
“
NRI father gifting shares to son. S.56(2)(x) exempt. Patron handled SH-4, board, new certificate. No gift tax. Family restructuring done.
AS
Anita Sharma
NRI Family
★★★★★
3 months ago
“
Singapore VC secondary sale. Patron: valuation, FEMA pricing, SH-4, FC-TRS on FIRMS, TDS coordination. Complete in 22 days.
DV
Deepak Verma
Tech Company
★★★★★
1 month ago
“
Rule 9B demat conversion before deadline. ISIN created, RTA appointed, 500 shareholders dematerialised. Physical transfers now demat-ready.
PG
Priya Gupta
Company Secretary
★★★★★
4 months ago

Join 10,000+ Satisfied Businesses

AOA compliant. Stamp duty precise. FC-TRS filed. New certificate issued. Capital gains computed.

Talk to an Expert
10,000+Businesses ServedGST compliance and litigation support across India.
15+Years ExperienceDeep expertise in IP registration, GST & business compliance.
50,000+Documents FiledReturns, appeals, and filings handled accurately.
4.9★Client RatingTrusted by entrepreneurs, startups, and growing businesses.
ISO CertifiedProfessional standards and documented processes.
SSL SecureYour financial and business data is fully protected.

Transfer of Shares for Delhi Companies

📌 TL;DR - Transfer of Shares in Delhi Services at a Glance

Transferring shares requires: AOA review for ROFR, SH-4 with stamp duty 0.25% (physical) or 0.015% (demat), submit within 60 days, board approval, new certificate within 1 month, MGT-1 update. Cross-border: FC-TRS on FIRMS within 60 days, FMV valuation, FEMA pricing. Capital gains: LTCG 12.5% (>24 months) or STCG slab rate. Family gifts exempt (S.56(2)(x)). Rule 9B demat mandate: 30 June 2026. Patron manages from Delhi.

Delhi's commercial landscape generates constant transfer activity: co-founder exits, investor sales, family restructuring, NRI transfers. Every transfer must comply with AOA, stamp duty, and FEMA for cross-border. Learn more about Transfer of Shares across India.

Patron Accounting's Delhi office handles complete share transfer: AOA review, ROFR, SH-4, board resolution, new certificate, FC-TRS for FEMA. Integrated with FDI compliance and issue of shares.

Content is reviewed quarterly for accuracy.

Share Transfer Under Section 56

Voluntary passing of ownership via Form SH-4 (Rule 11). Shares are movable property (S.44), transferable per AOA. Private companies (S.2(68)) must restrict transferability - every AOA contains transfer restrictions (ROFR, board approval, prohibition without consent).

Multi-statute framework: Companies Act (S.44,56,58), Indian Stamp Act (0.25%), Income Tax (S.45,48,50CA,56(2)(x)), FEMA for cross-border, and AOA/SHA for contractual restrictions.

Transfer vs Transmission: Transfer = voluntary (SH-4, stamp duty, board). Transmission = operation of law (death, insolvency - no stamp duty, no SH-4). Patron handles both for Delhi companies.

Key Terms for Transfer of Shares in Delhi:

SH-4: Share Transfer Deed. Both parties sign. 0.25% stamp duty. Submit within 60 days with original certificate.

ROFR: Right of First Refusal. AOA pre-emption. Must offer to existing shareholders first.

FC-TRS: RBI FIRMS within 60 days for resident-NR transfers. FMV pricing mandatory.

Rule 9B: Demat mandate by 30 June 2026. Physical transfers invalid after for non-small companies.

APL-05 Transfer of Shares in Delhi
Section 56 Share Transfer

When Delhi Companies Transfer Shares

  • Co-Founder Exit: Shares to remaining founders or buyback. SHA compliance (vesting, ROFR, drag-along).
  • Investor Exit: Secondary sale to new investor or back to promoters. Tag-along/drag-along compliance.
  • Family Restructuring: Gift transfers between defined relatives. Exempt from gift tax (S.56(2)(x)).
  • NRI/Foreign Transfer: Inbound (resident to NR) or exit (NR to resident). FEMA pricing + FC-TRS mandatory.
  • Business Sale / Acquisition: Controlling stake transferred. SPA with warranties and indemnities. Patron drafts SPAs.
  • Employee Exit: ESOP shares transferred back. Governed by ESOP scheme terms.

Share Transfer Services: What Patron Handles

ServiceWhat We Do
AOA Review + ROFR ComplianceTransfer restrictions, pre-emption (ROFR/ROFO), board approval. ROFR notice drafted. SHA provisions (tag-along, lock-in) verified.
ValuationRegistered valuer/CA: FMV via DCF/NAV. Mandatory for FEMA. Advisable domestically to avoid S.50CA and S.56(2)(x) implications.
SH-4 Execution + Stamp DutyPrepared with all details. Stamp duty 0.25% computed. E-stamp arranged. Properly executed (signatures, witness, cancelled stamps).
Board Resolution + ApprovalBoard verifies AOA, ROFR, SH-4, stamp duty, FEMA. Resolution to approve, cancel old certificate, issue new. Patron drafts.
New Certificate + RegisterOld cancelled. New within 1 month (S.56(4)). MGT-1 updated within 7 days. Complete audit trail.
FC-TRS (Cross-Border)RBI FIRMS within 60 days. FEMA pricing: resident→NR ≥FMV, NR→resident ≤FMV. AD Bank KYC/FIRC coordination.
Capital Gains AdvisoryLTCG 12.5% (>24 months) or STCG slab. S.50CA deemed consideration. TDS S.195 for NR. ITR filing with transfer.
Our Process

6-Step Share Transfer Process for Delhi Companies

7-15 days domestic (excl ROFR). 15-30 days cross-border. SH-4 within 60 days. New certificate within 1 month. FC-TRS within 60 days.

Step 1

Review AOA and SHA

Check transfer restrictions, ROFR/ROFO, board approval, SHA provisions (tag-along, drag-along, lock-in). Issue ROFR notice. Wait response period (15-30 days per AOA).

AOA verifiedROFR served
Verified01
Step 2

Obtain Valuation

SEBI-registered merchant banker or CA. DCF/NAV. Mandatory for FEMA. Advisable domestically (S.50CA deemed consideration, S.56(2)(x)). Patron coordinates.

FMV certified
FMVValued
Valued02
Step 3

Execute SH-4 + Stamp Duty

Both parties sign with witness. 0.25% stamp duty on e-stamp. Cancel stamps at signing. Attach original share certificate. Patron prepares and executes.

0.25% stampedExecuted
SH-4Stamped
Executed03
Step 4

Submit to Company + Board Approval

SH-4 + original certificate within 60 days. PAN/KYC of transferee. Board meeting: verify AOA, ROFR, stamp duty, FEMA. Resolution to approve and issue new certificate.

Within 60 daysBoard approved
BoardApproved
Approved04
Step 5

New Certificate + Register

Old certificate cancelled. New issued within 1 month (S.56(4)). Register of Members (MGT-1) updated within 7 days. BEN-1/BEN-2 if ≥10% SBO triggered.

New certificateMGT-1 updated
Issued05
Step 6

FC-TRS + Capital Gains (If Applicable)

Cross-border: FC-TRS on FIRMS within 60 days. TDS S.195 for NR transferor. Capital gains in ITR: LTCG 12.5% (>24 months) or STCG slab. Patron handles all post-transfer.

FC-TRS filedTax computed
Complete06

Stamp Duty on Share Transfers

  • Physical (SH-4): 0.25% of consideration or market value (whichever higher). Paid via e-stamp (SHCIL) or adhesive stamps on SH-4.
  • Demat (NSDL/CDSL): 0.015% of consideration. Auto-collected by depository.
  • Transmission (death/insolvency): No stamp duty.
  • Example: Rs 10 lakh transfer — Physical: Rs 2,500 stamp duty. Demat: Rs 150.
  • Rule 9B: Non-small private companies must dematerialise by 30 June 2026. After: physical SH-4 transfers invalid for covered companies.

FEMA / Cross-Border Transfers

ChallengeImpactHow Patron Accounting Solves It
Resident → Non-ResidentInbound FDI. Price ≥ FMV. Sectoral caps. Land-border rule (China/Pakistan). FC-TRS 60 days.Patron handles valuation, pricing, FC-TRS, sectoral verification
Non-Resident → ResidentFDI exit. Price ≤ FMV. TDS on capital gains (S.195). DTAA lower TDS possible.Patron coordinates TDS certificate, FC-TRS, IT compliance
NR → NRGenerally permitted. Pricing compliance + reporting still needed.Patron handles FEMA reporting for Delhi companies
Capital Gains TaxLTCG 12.5% (>24 months). STCG slab rate. S.50CA deemed if below FMV. Family gifts exempt.Patron computes gains, advises structure, files ITR
Rule 9B Demat30 June 2026 deadline. Non-small companies must dematerialise. Physical invalid after.Patron assists ISIN creation, RTA appointment, demat conversion

Share Transfer Fees in Delhi

Fee ComponentAmount
Domestic Share Transfer (SH-4)From INR 4,999
Demat Share TransferFrom INR 4,999
Valuation ReportFrom INR 9,999
FC-TRS (Cross-Border)From INR 9,999 additional
SPA DraftingFrom INR 14,999
Capital Gains Advisory + ITRFrom INR 4,999
Patron Accounting Professional FeesStarting from INR 3,499 (Exl GST and Govt. Charges)

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

Get a free Transfer of Shares in Delhi consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

Capital Gains Tax on Share Transfers

StageEstimated Timeline
Unlisted Shares > 24 Months (LTCG)12.5% without indexation (post-July 2024).
Unlisted Shares ≤ 24 Months (STCG)Slab rate of transferor. Normal income tax.
Transfer Below FMV (S.50CA)FMV treated as full consideration. Prevents undervaluation.
Gift to Defined RelativeExempt under S.56(2)(x): spouse, sibling, lineal ascendant/descendant.
Non-Resident TransferorTDS under S.195. Buyer must deduct on capital gains. DTAA benefit possible.

Critical: SH-4 must be submitted within 60 days. New certificate within 1 month. FC-TRS within 60 days. Penalties: company Rs 25,000-5,00,000; officer Rs 10,000-1,00,000 (S.56(6)). Non-compliance with AOA ROFR can invalidate the entire transfer. Plan capital gains BEFORE the transfer.

Key Benefits

Why Choose Patron for Share Transfer in Delhi

AOA + SHA First

Pre-emption rights reviewed before any transfer. Non-compliance can invalidate the entire transfer. Patron ensures compliance.

Stamp Duty Precision

Correct calculation (0.25% physical / 0.015% demat). E-stamp procured. Proper cancellation on SH-4. No inadmissibility risk.

FEMA + Companies Act

SH-4 (company) and FC-TRS (RBI) handled simultaneously. Valuation, pricing, TDS coordinated. One-stop for NRI/foreign shareholders.

Post-Transfer Complete

New certificate 1 month. MGT-1 7 days. SBO filing if triggered. Capital gains in ITR. Ongoing ROC compliance updated.

Trusted by 10,000+ Businesses Across India

10,000+ Businesses Served | 4.9 Google Rating | 50,000+ Documents Filed | 15+ Years

"Delhi startup co-founder exiting. Patron handled ROFR notice, SH-4 with stamp duty, board approval, new certificates, Register update — all in 12 days. Clean process, no disputes." - Startup Founder, Delhi

4-Office Signal: Pune, Mumbai, Delhi, and Gurugram.

Patron vs Self-Filing: Share Transfer Comparison

FactorPatron AccountingSelf-Filing
AOA/SHAComplete pre-emption complianceOften skipped — transfer may be invalid
Stamp DutyCorrect rate, e-stamp procuredWrong amount = inadmissible document
SH-4Properly executed, witnessedErrors, missing witness, late submission
FEMAFC-TRS + valuation + pricingOften missed for NRI transfers
Board ResolutionSection-cited, AOA-compliantGeneric template, missing verifications
PricingFrom INR 3,499Rs 0 + penalty + invalidity risk

Related Corporate Services

Legal Framework: Share Transfer

S.56: Transfer and transmission. SH-4. 60-day submission. New certificate 1 month.

S.2(68): Private company must restrict transferability in AOA.

Rule 9B: Demat mandate 30 June 2026 for non-small companies.

Stamp Act: 0.25% physical. 0.015% demat. Article 62.

S.50CA + S.56(2)(x): Deemed consideration + gift exemption for relatives.

FEMA: FC-TRS 60 days. Pricing at/above FMV (inbound) or at/below FMV (outbound).

Source: mca.gov.in, Companies Act 2013, FEMA 20(R)

FAQs: Transfer of Shares in Delhi

Common questions about SH-4, stamp duty, FEMA, capital gains, and Rule 9B for Delhi companies.

Quick Answers

Shares kaise transfer karein? AOA check → ROFR notice → SH-4 par stamp duty (0.25%) → Company ko 60 din mein → Board approval → Naya certificate 1 mahine mein.

NRI ko shares? FEMA valuation. FC-TRS (FIRMS 60 din). Price ≥ FMV. Patron sab handle karta hai.

Family gift par tax? Defined relatives (spouse, bhai-behen, parents) ko gift tax exempt hai S.56(2)(x).

60-Day Deadline - Penalties Up to Rs 5 Lakh

SH-4 within 60 days. New certificate within 1 month. FC-TRS within 60 days. Penalties: Rs 25,000-5,00,000. Rule 9B demat deadline 30 June 2026. Non-compliance with ROFR can invalidate the transfer. Plan capital gains before transfer.

Contact Patron - Call +91 945 945 6700 or WhatsApp us.

Transfer Shares in Your Delhi Company Today

Share transfer requires multi-statute compliance: Companies Act (SH-4, board, certificate), Stamp Act (0.25%), Income Tax (capital gains, S.50CA), FEMA (FC-TRS pricing), and AOA/SHA contractual restrictions. Rule 9B demat mandate changes mechanism from June 2026.

Patron Accounting manages complete transfer from our Rohini office - AOA review, ROFR, valuation, SH-4, board approval, new certificate, FC-TRS, capital gains advisory. 15+ years, 10,000+ businesses, Pune, Mumbai, Delhi, Gurugram.

Reviewed by CA & CS Team - Patron Accounting LLP

Book a Free Consultation - No Obligation.

Share Transfer: Available Across 4 Cities

Professional share transfer and SH-4 compliance in Pune, Mumbai, Delhi, and Gurugram.

Pune
Maharashtra
Mumbai
Maharashtra
Delhi
Delhi NCR
You're here
Gurugram
Haryana
Related Services in Delhi
Complete corporate equity management
GST Registration
Delhi
GST Returns
Delhi
Private Limited Company Registration
Delhi
Income Tax Return Filing
Delhi
Trademark Registration
Delhi
Startup Registration
Delhi

Content Created: 06 April 2026  |  Last Updated: 06 April 2026  |  Next Review: 06 October 2026  |  Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed every 6 months to ensure Companies Act S.56 provisions, stamp duty rates, Rule 9B demat deadline, FEMA pricing guidelines, and capital gains tax rates are current.

10,000+
Happy Clients

Helping businesses stay compliant and stress-free.

15+
Years Experience

Deep expertise in GST, Income Tax, ROC & business compliance.

50,000+
Documents Filed

Returns, registrations, and filings handled accurately.

4.9★
Client Rating

Trusted by entrepreneurs, startups, and growing businesses.

ISO
Certified

Professional standards and documented processes.

SSL
Secure

Your financial and business data is fully protected.