Download the official MCA-prescribed Securities Transfer Form (Form SH-4) in editable Word (.docx) and PDF format. Includes real-time 0.015% stamp duty calculator, 60-day statutory timeline checklist, specimen board resolution, and complete compliance guide for private companies.
Prescribed under Section 56 of Companies Act, 2013 and Rule 11 of Companies (Share Capital & Debentures) Rules, 2014. Download official blank formats or customize online with instant 0.015% stamp duty calculation.
Lodging Deadline
Within 60 Days
Stamp Duty Rate
0.015% (Uniform)
Board Registration
Within 1 Month
Governing Law
Sec 56, Co Act 2013
Formatted in exact accordance with Companies (Share Capital and Debentures) Rules, 2014.
FORM NO. SH-4
SECURITIES TRANSFER FORM
[Pursuant to section 56 of the Companies Act, 2013 and sub-rule (1) of rule 11 of the Companies (Share Capital and Debentures) Rules 2014]
FOR THE CONSIDERATION stated below the “Transferor(s)” named do hereby transfer to the “Transferee(s)” named the securities specified below subject to the conditions on which the said securities are now held by the Transferor(s) and the Transferee(s) do hereby agree to accept and hold the said securities subject to the conditions aforesaid.
CIN: U72900DL2024PTC999999
Name of the company (in full): SAMPLE COMMERCIAL VENTURES PRIVATE LIMITED
Name of the Stock Exchange where listed, if any: N/A (Unlisted Private Company)
DESCRIPTION OF SECURITIES:
| Kind/Class of securities (1) | Nominal value / unit (2) | Called up / unit (3) | Paid up / unit (4) |
|---|---|---|---|
| Equity Shares | ₹ 10 | ₹ 10 | ₹ 10 |
| No. of Securities being transferred: In figures: 1,000 In words: One Thousand Only | Consideration Received (₹): In figures: ₹ 1,00,000 In words: One Lakh Rupees Only |
| Distinctive Numbers: From 1001 To 2000 | Certificate Nos.: 01 | |
TRANSFEROR’S PARTICULARS:
ATTESTATION / WITNESS CONFIRMATION:
"I hereby confirm that the Transferor has signed before me."
Name of Witness: Sample Witness (Shri R. P. Singh)
Address: 102, Sample Commercial Complex, Barakhamba Road, New Delhi (PIN: 110001)
TRANSFEREE’S PARTICULARS:
| Name in full (1) | Father’s/Mother’s/Spouse (2) | Address & E-mail ID (3) | Occupation (4) | Existing Folio (5) | Signature (6) |
|---|---|---|---|---|---|
| 1. Sample Transferee (Smt. Priya Verma) | Late Shri M. L. Verma (Father) | Flat No. 404, Sample Residency, Sector 14, Gurugram, Haryana PIN: 122001 | [email protected] | Professional / Business (Sample) | New Member | (1) |
| 2. | (2) | ||||
| 3. | (3) |
Value of Stamp Affixed: ₹ 15.00
STAMPS
[ Space for affixing Share Transfer Stamps / attaching e-Stamping Certificate ]
Duty calculated @ 0.015% under Schedule I, Article 62 of Indian Stamp Act, 1899. Stamps must be cancelled across under Section 12.
Declaration (Pursuant to Companies (Share Capital and Debentures) Amendment Rules, 2022):
( X ) Transferee is not required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares; or
( ) Transferee is required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares and the same has been obtained and is enclosed herewith.
Enclosures:
(1) Certificate of shares or debentures or other securities
(2) If no certificate is issued, letter of allotment.
(3) Copy of PAN Card of Transferee (mandatory).
(4) Declaration / Approval under Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (if applicable).
(5) Others, specify: ____________________________________________________________________
For office use only:
Checked by: _________________________ | Signature tallied by: _________________________
Entered in the Register of Transfer on: ___________________ vide Transfer No.: ___________________
Approval Date: ___________________ | Power of attorney / Probate / Death Certificate registered at No.: ______
ON THE REVERSE PAGE OF THE CERTIFICATE:
| Name of Transferor | Name of Transferee | No. of shares | Date of Transfer | Authorised Signatory |
|---|---|---|---|---|
| Sample Transferor (Shri A. K. Sharma) | Sample Transferee (Smt. Priya Verma) | 1,000 | ___/___/2026 | _________________ |
Direct Answer & Statutory Authority
Form No. SH-4 (Securities Transfer Form) is the statutory instrument mandated under Section 56 of the Companies Act, 2013 and Rule 11(1) of the Companies (Share Capital and Debentures) Rules, 2014 for transferring physical securities (such as equity shares, preference shares, and debentures) in Indian companies.
Under Indian law, no transfer of securities in physical form shall be registered by a company unless a proper instrument of transfer in Form SH-4, duly stamped with the requisite stamp duty, dated and executed by or on behalf of both the transferor and transferee, is delivered to the company within 60 days of execution.
Key parameters, governing provisions, and compliance requirements at a glance:
| Parameter | Statutory Reference | Requirement / Details |
|---|---|---|
| Governing Act | Section 56(1) & (4), Companies Act, 2013 | Governs transfer and transmission of securities |
| Governing Rules | Rule 11, Companies (Share Capital & Debentures) Rules, 2014 | Prescribes Form SH-4 layout and procedure |
| Stamp Duty Rate | Indian Stamp Act, 1899 (Article 56A, Finance Act 2019) | 0.015% (₹15 per ₹1 Lakh consideration / FMV) |
| Lodging Deadline | Section 56(1), Companies Act, 2013 | Within 60 days from date of execution |
| Registration Deadline | Section 56(4), Companies Act, 2013 | Within 1 month (30 days) from delivery date |
| Demat Mandate Exemption | Rule 9B, PAS Rules & Section 2(85) | Small Companies (Paid-up capital ≤ ₹10 Cr & Turnover ≤ ₹100 Cr) are exempt |
| Statutory Registers | Rule 11 & Section 88, Companies Act, 2013 | Register of Transfers (Form SH-6) & Members (Form MGT-1) |
| Default Penalty | Section 56(6), Companies Act, 2013 | Fine of ₹50,000 on company and defaulting officer |
A very common point of confusion among corporate practitioners and investors is whether stamp duty on shares is 0.005% (or misread as 0.05%) versus 0.015%. The Indian Stamp Act, 1899 (amended via the Finance Act, 2019 w.e.f. 1st July 2020) draws a strict statutory distinction based on the nature of the transaction:
| Transaction Type | Governing Form | Statutory Stamp Duty | Duty Per ₹1,00,000 | Liable Payer |
|---|---|---|---|---|
| Transfer of Shares (Delivery Basis)Sale/gift of existing shares between shareholders | Form SH-4 | 0.015% | ₹15 | Transferor (or agreed in SPA) |
| Issue / Allotment of SharesFresh issuance upon incorporation, rights, or private placement | Form SH-1 (Share Cert.) | 0.005% | ₹5 | Issuer (The Company) |
| Transfer of Shares (Non-Delivery)Intraday / square-off trading via stock exchange | Contract Note | 0.003% | ₹3 | Transferee (Buyer) |
Follow these statutory steps to ensure the share transfer is legally binding and registered without risk of penal action:
Private companies invariably have restrictions on the right to transfer shares in their Articles of Association (AOA). Review the Right of First Refusal (ROFR), pre-emptive offer requirements to existing shareholders, and valuation rules. Ensure notices have been given and waivers obtained where required.
Fill every statutory field accurately: Company CIN, Name, Class of shares, Nominal/Paid-up values, Distinctive Numbers (From & To), Certificate Number(s), Folio Numbers, and full Transferee details. Discrepancies between distinctive numbers and original share certificates are the most common reason for rejection.
Calculate stamp duty at 0.015% of the total consideration amount (or FMV in case of gift). Affix physical adhesive Share Transfer Stamps or attach an e-Stamping certificate from Stock Holding Corporation of India (SHCIL) or state treasury portal. Under Section 12 of the Indian Stamp Act, 1899, physical stamps must be cancelled by writing signature or drawing lines across them.
The Transferor and Transferee (or their authorized attorneys) must execute the deed. An independent adult witness must attest that the Transferor signed in their presence, recording the witness’s signature, full name, address, and PIN code.
The executed and stamped Form SH-4 must be delivered to the company at its registered office within 60 days from the date of execution, along with the original Share Certificate(s) and transferee KYC documents (PAN and address proof). If delivered after 60 days, the deed expires and the Board cannot register it.
The Board of Directors considers and approves the transfer in a meeting or committee. The company makes necessary endorsements on the reverse of the share certificate and delivers the endorsed certificate to the Transferee within one month (30 days) from receipt under Section 56(4).
Enter the transfer details in the Register of Transfers (Form SH-6) and update the Register of Members in Form MGT-1 pursuant to Section 88 of the Companies Act, 2013.
Ensure all supporting documents are attached when submitting Form SH-4 to the company:
Under Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Ministry of Corporate Affairs (MCA) mandated that unlisted private companies must facilitate the dematerialisation of their securities.
The Small Company Exemption (₹10 Crore / ₹100 Crore Limits): Under Section 2(85) of the Companies Act, 2013, a Small Company is defined as a private company having:
Rule 9B(1) explicitly provides that Small Companies are completely EXEMPT from mandatory dematerialisation. Therefore, small private companies can continue to issue share certificates and process share transfers physically using Form SH-4!
When Form SH-4 is Legally Mandatory:
Clear, practical answers based on the Companies Act, 2013 and Indian Stamp Act, 1899:
Form SH-4 is the official statutory Securities Transfer Form prescribed under Section 56 of the Companies Act, 2013 and Rule 11 of the Companies (Share Capital and Debentures) Rules, 2014. It is used to record and execute the transfer of physical securities (equity shares, preference shares, debentures) from an existing holder (Transferor) to an incoming buyer or donee (Transferee).
You can download the official MCA-prescribed Form SH-4 in both editable Microsoft Word (.docx) and printable PDF format directly from this page using the 1-click download buttons above. You can also customize all fields online with your company CIN, party names, folio, and distinctive numbers to generate a ready-to-print deed.
The uniform stamp duty rate on the transfer of shares in physical form is 0.015% (i.e. ₹15 per ₹1,00,000 or ₹0.015 per ₹100 of consideration) across all Indian states. This uniform rate was enacted via amendments to Schedule I, Article 56A of the Indian Stamp Act, 1899 by the Finance Act, 2019, which came into effect on 1st July 2020. Many outdated sources still mention 0.25% (25 paise per ₹100), which is no longer applicable.
There is a crucial legal difference between the issuance of new share certificates and the transfer of existing shares under Schedule I of the Indian Stamp Act, 1899 (as amended by Finance Act, 2019 w.e.f. July 1, 2020): (1) When a company issues fresh share certificates (Form SH-1) upon incorporation or further allotment, the stamp duty rate is 0.005% (₹5 per ₹1,00,000) payable by the issuing company. Some portals cite this 0.005% issuance rate, which readers sometimes mistake for 0.05%. (2) When an existing shareholder transfers shares to another person using Form SH-4 (Securities Transfer Form), the stamp duty is strictly 0.015% (₹15 per ₹1,00,000) on the consideration amount, payable by the transferor. Form SH-4 share transfer deeds always attract 0.015%, not 0.005% or 0.05%.
Vide the Companies (Share Capital and Debentures) Amendment Rules, 2022 (notified by MCA on 4th May, 2022), a mandatory declaration was inserted into Form SH-4. The Transferee must explicitly declare whether or not prior Government approval is required under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (specifically concerning FDI restrictions under Press Note 3 for entities from countries sharing land borders with India). If approval is required, proof of approval must be enclosed with Form SH-4. Older Form SH-4 formats lacking this declaration are non-compliant and rejected by company secretarial teams.
Under Section 56(1) of the Companies Act, 2013, Form SH-4 duly stamped, dated, and executed by or on behalf of both the transferor and transferee must be delivered to the company within 60 days from the date of its execution, accompanied by the original share certificate or letter of allotment.
Under Section 56(4) of the Companies Act, 2013, the company must register the transfer, endorse the share certificate, and deliver the endorsed certificate to the transferee within one month (30 days) from the date of receipt of the instrument of transfer.
Yes, physical Form SH-4 is legally applicable for Small Companies under Section 2(85) of the Companies Act, 2013. Effective from December 1, 2025, a Small Company is defined as a private company with paid-up share capital not exceeding ₹10 Crore and annual turnover not exceeding ₹100 Crore. Rule 9B of the PAS Rules expressly exempts Small Companies from mandatory dematerialisation, allowing them to continue issuing and transferring shares in physical certificate form via Form SH-4.
When shares are gifted without consideration, stamp duty @ 0.015% is payable on the Fair Market Value (FMV) or the face value / net asset value of the shares on the date of execution of Form SH-4. In addition, the tax implications of Section 56(2)(x) of the Income Tax Act, 1961 must be reviewed if the gift is made to non-relatives.
Mandatory attachments include: (1) Original Share Certificate(s) or Letter of Allotment; (2) Self-attested PAN card copy of the Transferee; (3) Address proof (Aadhaar / Passport / Utility Bill) of the Transferee; (4) Certified True Copy of Board Resolution and Power of Attorney (if Transferor or Transferee is a Company, LLP, or Body Corporate); and (5) Form SH-5 notice and NOC if shares are partly paid up.
Under Section 9A of the Indian Stamp Act, 1899, the transferee (buyer) is generally liable to pay stamp duty in the case of a transfer of securities for consideration. However, the parties may mutually agree otherwise in their share purchase agreement.
Under Section 12 of the Indian Stamp Act, 1899, adhesive share transfer stamps must be effectively cancelled at the time of execution by writing the transferor’s name or initials across the stamps, drawing intersecting lines, or punching them so that they cannot be reused. An uncancelled stamp renders the transfer deed invalid.
If Form SH-4 is not delivered within 60 days of execution, the instrument becomes legally invalid under Section 56(1), and the company’s Board cannot register the transfer. The parties must re-execute a fresh Form SH-4 with a new execution date and pay fresh stamp duty.
Upon approving the transfer in a Board Meeting or Share Transfer Committee, the company must enter the particulars in the Register of Transfers maintained in Form SH-6 (Rule 11) and update the Register of Members in Form MGT-1 under Section 88 of the Companies Act, 2013.