Share Transfer Deed under Rule 11. Signed by transferor transferee witness. Stamp duty affixed. Submitted to company within 60 days with original certificate.

FEMA for NRI share transfers?

FC-TRS on FIRMS within 60 days. Valuation mandatory. Resident to NR at or above FMV. NR to resident at or below FMV. TDS on capital gains.

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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

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Overview Share Transfer When Needed Services Process Stamp Duty FEMA Fees Capital Gains Why Patron Comparison FAQs

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.

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

Service	What We Do
AOA Review + ROFR Compliance	Transfer restrictions, pre-emption (ROFR/ROFO), board approval. ROFR notice drafted. SHA provisions (tag-along, lock-in) verified.
Valuation	Registered 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 Duty	Prepared with all details. Stamp duty 0.25% computed. E-stamp arranged. Properly executed (signatures, witness, cancelled stamps).
Board Resolution + Approval	Board verifies AOA, ROFR, SH-4, stamp duty, FEMA. Resolution to approve, cancel old certificate, issue new. Patron drafts.
New Certificate + Register	Old 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 Advisory	LTCG 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

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

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

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

Challenge	Impact	How Patron Accounting Solves It
Resident → Non-Resident	Inbound FDI. Price ≥ FMV. Sectoral caps. Land-border rule (China/Pakistan). FC-TRS 60 days.	Patron handles valuation, pricing, FC-TRS, sectoral verification
Non-Resident → Resident	FDI exit. Price ≤ FMV. TDS on capital gains (S.195). DTAA lower TDS possible.	Patron coordinates TDS certificate, FC-TRS, IT compliance
NR → NR	Generally permitted. Pricing compliance + reporting still needed.	Patron handles FEMA reporting for Delhi companies
Capital Gains Tax	LTCG 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 Demat	30 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 Component	Amount
Domestic Share Transfer (SH-4)	From INR 4,999
Demat Share Transfer	From INR 4,999
Valuation Report	From INR 9,999
FC-TRS (Cross-Border)	From INR 9,999 additional
SPA Drafting	From INR 14,999
Capital Gains Advisory + ITR	From INR 4,999
Patron Accounting Professional Fees	Starting 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

Stage	Estimated 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 Relative	Exempt under S.56(2)(x): spouse, sibling, lineal ascendant/descendant.
Non-Resident Transferor	TDS 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.

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"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

Factor	Patron Accounting	Self-Filing
AOA/SHA	Complete pre-emption compliance	Often skipped — transfer may be invalid
Stamp Duty	Correct rate, e-stamp procured	Wrong amount = inadmissible document
SH-4	Properly executed, witnessed	Errors, missing witness, late submission
FEMA	FC-TRS + valuation + pricing	Often missed for NRI transfers
Board Resolution	Section-cited, AOA-compliant	Generic template, missing verifications
Pricing	From INR 3,499	Rs 0 + penalty + invalidity risk

Related Corporate Services

Transfer of Shares (India) - National-level service.
Issue of Shares - New share allotment.
FDI Compliance - FC-TRS and FEMA.
Legal Drafting - SPA and SHA.

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.

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What is SH-4?

Share Transfer Deed under Rule 11. Both parties sign with witness. 0.25% stamp duty. Submit to company within 60 days with original certificate. Not filed with ROC.

Stamp duty on share transfers?

Physical: 0.25% of consideration/market value (higher). Demat: 0.015% auto-collected. Transmission: nil. Example: Rs 10L transfer = Rs 2,500 physical / Rs 150 demat.

Can private company refuse transfer?

Yes on AOA grounds: ROFR non-compliance, board disapproval, unpaid calls, lock-in violation. Must give reasons within 30 days (S.58). Appeal to NCLT possible.

What is Rule 9B demat mandate?

Non-small private companies must dematerialise by 30 June 2026. Physical SH-4 transfers invalid after. Small companies (≤Rs 4 Cr paid-up AND ≤Rs 40 Cr turnover) exempt.

FEMA for NRI transfers?

FC-TRS on FIRMS within 60 days. Valuation mandatory. Resident→NR ≥FMV. NR→resident ≤FMV. TDS S.195. Land-border rule for China/Pakistan. Patron handles complete FEMA.

Family gift transfers taxable?

Between defined relatives (S.56(2)(x)): exempt from gift tax. Same process: SH-4, stamp duty, board. No income tax on transferee. Pure gift = no capital gains on transferor.

How long does transfer take?

Domestic: 7-15 days (excl ROFR 15-30 days). Cross-border: 15-30 days. Patron manages all deadlines: 60-day SH-4, 1-month certificate, 60-day FC-TRS.

Penalties for non-compliance?

Company Rs 25,000-5,00,000. Officer Rs 10,000-1,00,000 (S.56(6)). Late certificate. Missing FC-TRS = RBI LSF. Under-reporting capital gains = IT penalty.

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

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Share Transfer: Available Across 4 Cities

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

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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.