Transfer of Shares of Pvt. Ltd. Company

A company's ownership right is transferable, subject to the AOA or Companies Act. Share transfer is otherwise easy. If all parties can sign, we can complete the transfer in a single day.

Package Includes

  • Preparation of Share Transfer Deed
  • Preparation of secretarial document for approval of transfer
  • Endorsement of Share certificate in the name of new Shareholders
  • Necessary Changes in member registers

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Transfer of shares of Private Company

An Overview - Transfer of shares of Private Company

A registered private limited company's shareholding determines an individual's ownership stake in the company. The shares in the Private Limited Company may be sold to attract new investors or to transfer firm control. This article examines the procedure for transferring shares in a private limited company.

Restriction on Share Transfers in AOA: A private limited company is a "closed entity" of shareholders, similar to a partnership. Consequently, the Articles of Association (AOA) of a Private Limited Company may prohibit share transfers. Before commencing the action transfer procedure, the Company's Articles of Association must also be evaluated.

Private shareholder agreements are not enforceable against the company or other shareholders. Consequently, only the Articles of Association can prohibit the transfer of shares. The ability to transfer shares in a private limited company cannot be construed as a total restriction or ban on share transferability.

Step wise procedure for Transfer of Shares

Follow these procedures to begin the transfer of shares in a private limited company:


The transferor must notify the company of his intention to transfer shares in writing.

  1. The company should then inform other members of the availability of shares and the cost at which they may be purchased.
  2. Typically, the directors or auditors of the company determine this price based on the book value of the shares.
  3. The company should also advise members of the deadline for submitting their transfer option to acquire shares.
  4. If no member acquires shares, the company will be compelled to accept the transfer of the shares to an outsider.

Obtain a fully executed form SH-4 share transfer deed signed by both the transferor and transferee. SH-4 should be

  1. Correctly stamped
  2. The transfer date
  3. Identification of the transferee and transferor's names, surnames, residences, and, if applicable, employment.
  4. The Folio Numbers of the Transferor and Transferee.
  5. Unique Number, Share Certificate Number of the transferred share.
  6. The nominal value of the shares, which includes any payment received.
  7. Executed by either the transferor or the transferee

The company must maintain the share certificate, or in the absence of such a certificate, the letter of allocation together with the transfer paperwork.


After receiving the share transfer deed and all other papers, the company will evaluate the deed and documents and vote to accept them at a Board Meeting. Enter the transferee's name as the beneficial owner of such shares in the member's register of beneficial owners following the adoption of the Board resolution. If the transfer paperwork is in order, the board must approve a resolution to record the transfer.


The power to transfer shares may be delegated to a single director, who may serve as a "one-man committee." The Board may place limitations on the Committee's authority, such as limiting share transactions to a maximum of 1,000. The Board or a committee may also authorise transfers by circular resolution.


Within one month after the acceptance of the Board Resolution, the Company will issue a share certificate in the name of the transferee. The Share Certificates will be affixed with the Transferee's name by the Company.


Documents required for Transfer of Shares

The following documents must be submitted to the company for the transfer of shares:

  • The income tax PANs of both the transferee and the transferor
  • Passport-sized photographs in colour of both the transferee and the transferor.
  • Both the transferee and transferor are required to provide an Aadhaar card, an electricity bill, a passport, a driver's licence, or a voter identity card.
  • The Original Share Certificates of the Transferor



What exactly is Share transfer?

Share transfer is the process of transferring the shares of a firm from one person to another. It is transferable by either giving or selling.

Am I able to transfer my company shares?

Yes, you can transfer a company's shares by notifying the company and following the method outlined above.

What are partially paid-up shares?

A partly paid share is one for which just a portion of the entire issue price has been paid.

What is the difference between transmission and transfer of shares?

The transfer of shares is a shareholder-initiated act that is formalised through a contract. The transfer of shares happens as a result of the operation of the law, i.e., upon the shareholder's death or in the case of the shareholder's insolvency/insanity.

What exactly is a stock certificate?

This is the only evidence of ownership for company-issued shares. This certificate shows the shareholder's name, the number of shares he owns, and the par value of those shares.

What is a transfer document for shares?

Instruments of transfer of securities held in physical form must be submitted to the firm within sixty (60) days of the date of execution on Form SH. 4.


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