How to transfer shares in a private company?

Review AoA restrictions (ROFR, pre-emption), execute SH-4 with stamp duty, deliver within 60 days, obtain Board approval, receive new certificate within one month. Demat companies: submit DIS to DP for off-market transfer. Patron manages the complete process.

What is stamp duty on share transfer?

Physical: 0.25% of consideration. Demat: 0.015% (auto-collected). Demat is approximately 16x cheaper. On Rs 10 lakh: Rs 2,500 (physical) vs Rs 150 (demat). Rule 9B makes demat mandatory for non-small companies from June 2025.

FEMA form filed on RBI FIRMS within 60 days when shares transfer between resident and non-resident. Requires valuation at FMV, FIRC, KYC, Board Resolution. Penalty for non-filing: up to 3x transaction amount + Rs 5,000/day.

Can the company refuse a transfer?

Yes, on AoA-permitted grounds. Board must communicate refusal with reasons within 30 days (Section 58). Aggrieved party can appeal to NCLT within 30 days. Common grounds: ROFR not completed, shares not fully paid.

What is the tax on share transfer?

Unlisted: LTCG at 12.5% if held >24 months, STCG at slab rate if <24 months. Section 50CA deems FMV. Gifts to relatives exempt under 56(2)(x). NR transferors face TDS under Section 195.

Right of First Refusal - AoA/SHA clause requiring shares be offered to existing shareholders at same price/terms before external sale. 15-30 day acceptance period. External sale only after written refusal.

From June 2025, non-small companies must use demat (Rule 9B). Small companies (paid-up ≤Rs 4 Cr AND turnover ≤Rs 40 Cr) exempt. Most Gurugram startups post-Series A exceed threshold.

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Transfer of Shares in Gurugram: SH-4, Stamp Duty, and FEMA Compliance

Q: What is ROFR?

Right of First Refusal - AoA/SHA clause requiring shares be offered to existing shareholders at same price/terms before external sale. 15-30 day acceptance period. External sale only after written refusal.

Q: Is demat mandatory?

From June 2025, non-small companies must use demat (Rule 9B). Small companies (paid-up ≤Rs 4 Cr AND turnover ≤Rs 40 Cr) exempt. Most Gurugram startups post-Series A exceed threshold.

Q: How long does transfer take?

Physical: 30-45 days. Demat: 5-10 days. Cross-border: 35-60 days. Patron manages timelines to meet buyer/investor deadlines. Quick Answers Share transfer kaise hota hai? SH-4 sign karo, stamp duty lagao, 60 din mein company ko do, Board approve karega, naya certificate 1 mahine mein. Demat mein DIS se. Stamp duty kitni? Physical: 0.25%. Demat: 0.015%. Demat 16x sasta. NRI ko transfer? Haan, FEMA FC-TRS 60 din mein RBI FIRMS par. FMV par ya usse zyada.

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: 03 April 2026 Verify Credentials →

SH-4: Instrument of transfer signed by transferor and transferee, stamped and witnessed

Stamp Duty: 0.25% (physical) | 0.015% (demat) | Demat mandatory for non-small companies from June 2025

Deadline: SH-4 delivered within 60 days | New certificate within 1 month | FC-TRS within 60 days

Cross-Border: FC-TRS on RBI FIRMS portal within 60 days for resident-to-NR or NR-to-resident transfers

Share transfers for startup founders, investors, MNC subsidiaries, and family successions across Gurugram.

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Co-founder exit managed end-to-end. SHA reviewed, ROFR processed, SH-4 drafted, capital gains computed, transfer in 25 days. Zero disputes. Professional handling.

Arjun Kumar

CEO, DLF Cyber City Startup

★★★★★

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Foreign investor exit to domestic buyer. Patron handled valuation, FC-TRS, SH-4, and withholding tax. FEMA-compliant and tax-efficient. Single engagement.

Rohit Mehta

CFO, Golf Course Road MNC

★★★★★

“

Demat conversion + share transfer for Rule 9B compliance. Patron coordinated with NSDL DP, managed off-market transfer. Saved Rs 23,500 in stamp duty on Rs 1 Cr transfer.

Priya Singh

Director, Sohna Road Company

★★★★★

“

Family succession transfer. Patron handled gift deed, SH-4, board resolution, and ensured Section 56(2)(x) exemption applied correctly. Tax-free transfer to my son.

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Promoter, Udyog Vihar

★★★★★

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Share transfer with SH-4, stamp duty, FC-TRS, ROFR management, and capital gains advisory from Gurugram.

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Overview Physical Transfer Demat (Rule 9B)Cross-Border Services Documents Capital Gains Stamp Duty Timeline Why Patron Transfer vs Trans.FAQs

Share Transfer in Gurugram: Physical, Demat, and Cross-Border Procedures

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

Transferring shares requires Form SH-4, stamp duty (0.25% physical / 0.015% demat), delivery within 60 days, Board approval, and new certificate within one month. From June 2025, non-small companies must use demat (Rule 9B). Cross-border transfers require FEMA compliance: pricing at FMV, FC-TRS on RBI FIRMS within 60 days. Capital gains tax applies. Private companies must restrict transfers through AoA (ROFR, pre-emption).

Gurugram sees high volume of share transfers across all scenarios. DLF Cyber City startup founders do secondary sales, Golf Course Road MNCs restructure shareholding. For a comprehensive overview, refer to our Transfer of Shares national guide.

Scenario	Form	Stamp Duty	FEMA	Timeline	Gurugram Example
Resident to Resident (physical)	SH-4	0.25%	N/A	30-45 days	Co-founder selling to partner
Resident to Resident (demat)	DIS via DP	0.015%	N/A	5-10 days	Rule 9B compliant companies
Resident to Non-Resident	SH-4/DIS + FC-TRS	0.25%/0.015%	FC-TRS 60 days	35-60 days	Founder selling to foreign VC
Non-Resident to Resident	SH-4/DIS + FC-TRS	0.25%/0.015%	FC-TRS 60 days	35-60 days	Foreign investor exit
Gift/Family	SH-4 + Gift Deed	0.25%	FC-TRS if NR	30-45 days	Promoter succession

ROC Haryana at Chandigarh (from 16 February 2026) is the ROC for all Gurugram companies. Patron manages end-to-end: AoA review, ROFR notice management, SH-4 drafting, stamp duty, Board Resolution, register update, certificate issuance, and FC-TRS for cross-border transfers.

Content is reviewed quarterly for accuracy.

Step-by-Step Physical Transfer Process

Step 1: Review AoA and SHA - Check for ROFR, pre-emption, Board approval requirements, lock-in. If SHA exists, check tag-along, drag-along. Learn more about Legal Drafting for SHA.

Step 2: Comply with ROFR - If AoA requires ROFR, offer shares to existing shareholders first at same price/terms. 15-30 day acceptance period. Proceed with external buyer only after written refusal.

Step 3: Execute SH-4 - Both parties sign with witness. Include: company CIN, share details, consideration, stamp duty (0.25%). Cancel stamps.

Step 4: Deliver within 60 days - Submit to company: SH-4, original certificate, transferee PAN/address.

Step 5: Board Approval - Board reviews AoA compliance, passes resolution. Can refuse with 30-day written notice (Section 58).

Step 6: New Certificate - Cancel old, update Register of Members, issue new within 1 month. File BEN-1/BEN-2 if 10%+ SBO triggered. For NR transfers: file FC-TRS within 60 days (see FDI Compliance).

Key Terms for Transfer of Shares in Gurugram:

Form SH-4: Statutory instrument of transfer signed by transferor, transferee, and witnesses with stamp duty affixed.

ROFR: Right of First Refusal - AoA/SHA clause requiring shares be offered to existing shareholders first before external sale.

Rule 9B: MCA mandate from June 2025 requiring non-small private companies to hold/transfer shares in demat form only.

FC-TRS: FEMA form filed on RBI FIRMS within 60 days for transfers between residents and non-residents.

Section 50CA: Deems Fair Market Value as consideration if actual consideration is less, for capital gains computation.

Share Transfer Gurugram SH-4

Demat Transfer (Rule 9B Mandate)

Rule 9B Mandate: From June 30, 2025, every private company (except small companies under Section 2(85)) must issue and transfer shares in demat form only. Non-small Gurugram companies cannot use physical SH-4.

Process: Transferor submits Delivery Instruction Slip (DIS) to Depository Participant. Off-market transfer executed. Stamp duty (0.015%) auto-collected by NSDL/CDSL. RTA updates records. No SH-4, no physical certificates. Settlement: T+2 days.

Stamp duty saving: 0.015% vs 0.25% = approximately 16x cheaper. On Rs 10 lakh transfer: Rs 150 (demat) vs Rs 2,500 (physical).

Small company exemption: Paid-up capital up to Rs 4 crore AND turnover up to Rs 40 crore. Many early-stage Gurugram startups qualify. Patron advises on Rule 9B applicability and assists with demat conversion.

Cross-Border Transfers (FEMA FC-TRS)

Service	What We Do
Resident to Non-Resident	Shares at NOT LESS than FMV (protects against undervaluation). FC-TRS within 60 days on RBI FIRMS via AD bank
Non-Resident to Resident	Shares at NOT MORE than FMV (prevents excess forex outflow). Same FC-TRS requirement within 60 days
NR to NR	Limited FEMA (no FC-TRS if both on repatriation basis). Common for foreign VC selling to another fund
Land-Border Country	Transfers to/from China, Bangladesh etc. require prior FIFP approval regardless of sector
Valuation for FEMA	SEBI-registered Category I Merchant Banker or CA using DCF/NAV. Mandatory attachment for FC-TRS
FEMA Penalty	Non-filing of FC-TRS: up to 3x transaction amount + Rs 5,000/day continuing default

Our Process

Share Transfer Services in Gurugram

End-to-end share transfer covering AoA compliance, SH-4/demat execution, FEMA FC-TRS, and capital gains advisory.

Step 1

AoA Review + ROFR Management

Review transfer restrictions, draft ROFR notices, manage acceptance/refusal process, ensure AoA and SHA compliance before executing transfer.

AoA compliantROFR cleared

AoA Cleared01

Step 2

SH-4 / Demat Execution + Stamp Duty

Physical: prepare SH-4, compute stamp duty (0.25%), ensure proper execution. Demat: coordinate DIS with DP, 0.015% auto-collected. Rule 9B compliance verified.

Transfer executedStamp duty paid

Executed02

Step 3

Board Approval + Certificate + FC-TRS

Board approves transfer. Old certificate cancelled, new issued within 1 month. Register updated. For NR transfers: FC-TRS filed on RBI FIRMS within 60 days. Capital gains computed.

Board approvedFully compliant

Complete03

Documents Required by Transfer Mode

Document	Physical	Demat	Cross-Border (add.)
Form SH-4	Required	Not required (DIS)	Required (+ FEMA)
Share Certificate	Required	N/A (demat)	N/A if demat
Stamp Duty	0.25%	0.015% (auto)	Same
PAN of Transferee	Required	Via DP KYC	Passport if NR
Board Resolution	Required	Required	Required
Valuation Report	Not mandatory (R-to-R)	Not mandatory	Mandatory (FMV)
FC-TRS	N/A	N/A	Within 60 days
Witnesses	2 on SH-4	N/A	2 on SH-4

Rule 9B reminder: From June 2025, non-small companies MUST use demat. Stamp duty savings: 16x cheaper (0.015% vs 0.25%). On Rs 1 crore transfer: Rs 1,500 (demat) vs Rs 25,000 (physical). Small companies (paid-up ≤Rs 4 Cr AND turnover ≤Rs 40 Cr) are exempt.

Capital Gains Tax on Share Transfer

Challenge	Impact	How Patron Accounting Solves It
LTCG (>24 months holding)	12.5% tax rate (from 23 July 2024)	No indexation for unlisted shares post-July 2024. Section 50CA deems FMV if consideration is less
STCG (<24 months holding)	Slab rate of the transferor	Founders who incorporated at Rs 10/share and sell at Series A valuation face substantial gains
Gift to Relatives	Exempt under Section 56(2)(x)	Spouse, sibling, lineal ascendant/descendant. No capital gains for donor; cost basis transfers
TDS on NR Transferor	Section 195: 10% LTCG / slab STCG	Buyer must deduct TDS before payment to NR seller. Patron computes withholding amount
Section 56(2)(x) - Buyer	Buyer taxed if shares received below FMV (>Rs 50K)	Both parties must ensure transaction at FMV to avoid adverse tax consequences

Stamp Duty Comparison + Transfer Fees

Fee Component	Amount
Physical Transfer (SH-4)	0.25% stamp duty + Starting from INR 2,999 professional fee
Demat Transfer (DIS)	0.015% stamp duty (auto) + Starting from INR 2,999 professional fee
Cross-Border (FC-TRS)	Starting from INR 7,999-12,999 (Exl GST) including valuation coordination
AoA Review + ROFR Management	Starting from INR 2,999-4,999 (Exl GST)
Capital Gains Advisory	Starting from INR 2,999-4,999 (Exl GST) including advance tax
Demat Conversion (Rule 9B)	Starting from INR 4,999-7,999 (Exl GST)
Patron Accounting Professional Fees	Starting from INR 2,999 (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 Gurugram consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

Transfer Timeline by Mode

Stage	Estimated Timeline
AoA/SHA Review + ROFR	Day 1-20 (including 15-30 day ROFR offer period)
Execute SH-4 / DIS	Physical: Day 20-22 \| Demat: Day 20-21
Deliver to Company / DP	Physical: within 60 days \| Demat: instant
Board Approval	Physical: Day 25-30 \| Demat: Day 22-25
New Certificate / Settlement	Physical: 1 month \| Demat: T+2
FC-TRS (Cross-Border)	Within 60 days of transfer/payment
TOTAL	Physical: 30-45 days \| Demat: 5-10 days \| Cross-Border: 35-60 days

Critical: SH-4 must be delivered within 60 days. New certificate within 1 month. FC-TRS within 60 days for cross-border. Rule 9B demat mandate effective. Unstamped SH-4 is legally invalid. FEMA penalty for missed FC-TRS: up to 3x amount. Capital gains tax must be paid in the quarter of transfer.

Key Benefits

Why Choose Patron Accounting for Share Transfer in Gurugram?

Gurugram Office

Golf Course Extension Road - handling share transfers for Cyber City startups, Golf Course Road MNCs, and Udyog Vihar family businesses.

AoA + FEMA + Tax

Unlike law firms (AoA only) or FEMA consultants (FC-TRS only) or CAs (tax only), Patron handles all three in one engagement.

Rule 9B Expertise

Demat conversion advisory and transition management for companies crossing the small company threshold.

Startup Secondary Sales

Extensive experience with founder secondary sales, co-founder exits, and investor exit transactions in Gurugram's startup ecosystem.

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"Co-founder wanted to exit. Patron reviewed SHA, managed ROFR, drafted SH-4, computed capital gains, completed transfer in 25 days. Zero disputes."
- CEO, DLF Cyber City Startup

"Foreign investor exiting to domestic buyer. Patron handled valuation, FC-TRS, SH-4, and capital gains withholding in one engagement. FEMA-compliant and tax-efficient."
- CFO, Golf Course Road

Transfer vs Transmission of Shares

Parameter	Transfer	Transmission
Nature	Voluntary act by shareholder	By operation of law (death, insolvency)
Form SH-4	Required	Not required
Stamp Duty	0.25% or 0.015%	Not applicable
Consideration	Usually for cash	No consideration
Board Approval	Required (Section 56)	Company discretion (Section 56(5))
Documents	SH-4, share certificate, PAN	Death certificate, succession certificate/probate

Related Services

Transfer of Shares (National) - Broader overview
Issue of Shares - New allotment
FDI Compliance - FC-GPR/FC-TRS
Income Tax Return - Capital gains ITR
Legal Drafting - SHA, NDA

Legal and Compliance Framework

Governing Law: Companies Act, 2013 | Companies (Share Capital) Rules, 2014 | Indian Stamp Act, 1899 | FEMA NDI Rules, 2019 | IT Act, 1961

Key Sections: Section 56 (transfer registration) | Section 58 (refusal) | Rule 11 (SH-4) | Rule 9B (demat mandate) | Section 45/48/50CA IT Act (capital gains)

Forms: SH-4 (transfer deed) | FC-TRS (FEMA cross-border) | BEN-1/BEN-2 (SBO)

ROC: ROC Haryana at Chandigarh (from 16 Feb 2026)

Penalties:

Late certificate (Section 56(6)): Rs 25,000-5,00,000.

Rule 9B violation: Rs 10,000 + Rs 1,000/day.

FEMA (FC-TRS): Up to 3x amount + Rs 5,000/day.

Unstamped SH-4: Legally invalid and inadmissible.

FAQs - Transfer of Shares in Gurugram

Common questions about share transfer, SH-4, stamp duty, FEMA FC-TRS, and capital gains for Gurugram companies.

Quick Answers

Share transfer kaise hota hai? SH-4 sign karo, stamp duty lagao, 60 din mein company ko do, Board approve karega, naya certificate 1 mahine mein. Demat mein DIS se.

Stamp duty kitni? Physical: 0.25%. Demat: 0.015%. Demat 16x sasta.

NRI ko transfer? Haan, FEMA FC-TRS 60 din mein RBI FIRMS par. FMV par ya usse zyada.

SH-4 Must Be Delivered Within 60 Days

SH-4 delivery: 60 days. New certificate: 1 month. FC-TRS: 60 days for cross-border. Rule 9B demat mandatory. Unstamped SH-4 is invalid. FEMA penalty: up to 3x amount. Capital gains tax due in quarter of transfer.

Call +91 945 945 6700 or WhatsApp us.

Get Expert Share Transfer in Gurugram

Transferring shares requires AoA compliance, SH-4 execution, stamp duty, Board approval, and for cross-border, FC-TRS filing. Rule 9B demat mandate has changed the landscape. Whether you are a founder selling secondary, an investor exiting, or managing family succession, precision is required across AoA, Companies Act, FEMA, and tax.

Patron Accounting's Gurugram office provides end-to-end share transfer: AoA review, ROFR, SH-4, stamp duty, FC-TRS, capital gains advisory, and demat conversion.

With 10,000+ businesses served, a 4.9 Google rating, and 50,000+ documents filed, Patron Accounting LLP is a trusted partner across Gurugram, NCR, and India.

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Content Created: 03 April 2026 | Last Updated: 03 April 2026 | Next Review: 03 July 2026 | Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed quarterly. Section 56 procedure, Rule 9B demat mandate, stamp duty rates, FEMA FC-TRS requirements, and capital gains rates are verified.

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Transfer of Shares in Gurugram: SH-4, Stamp Duty, and FEMA Compliance

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Real Stories from Real People

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Share Transfer in Gurugram: Physical, Demat, and Cross-Border Procedures

Step-by-Step Physical Transfer Process

Demat Transfer (Rule 9B Mandate)

Cross-Border Transfers (FEMA FC-TRS)

AoA Review + ROFR Management

SH-4 / Demat Execution + Stamp Duty

Board Approval + Certificate + FC-TRS

Documents Required by Transfer Mode

Capital Gains Tax on Share Transfer

Stamp Duty Comparison + Transfer Fees

Transfer Timeline by Mode

Why Choose Patron Accounting for Share Transfer in Gurugram?

Gurugram Office

AoA + FEMA + Tax

Rule 9B Expertise

Startup Secondary Sales

Trusted by 10,000+ Businesses Across India

Transfer vs Transmission of Shares

Related Services

Legal and Compliance Framework

FAQs - Transfer of Shares in Gurugram

How to transfer shares in a private company?

What is stamp duty on share transfer?

What is FC-TRS?

Can the company refuse a transfer?

What is the tax on share transfer?

What is ROFR?

Is demat mandatory?

How long does transfer take?

SH-4 Must Be Delivered Within 60 Days

Get Expert Share Transfer in Gurugram

Transfer of Shares - Available Cities