Shares are part of the ownership in a corporate organization and provide the shareholders several rights, which include the right to vote, receive dividends, and a portion of the capital appreciation. The transfer of such rights in the case of a private limited company cannot be done by just issuing a share certificate. The existence of the private companies is exactly because their shareholders want to restrict and facilitate the admission or exclusion of the shareholders. The securities of private companies do not enjoy the freedom of trading as seen in the case of public companies; therefore, there is limited transferability of shares in such companies by their constitutional documents, such as Memorandum of Association (MoA) and Article of Association (AoA) and shareholders’ agreements.
The Companies Act of 2013, defines a private company in section 2(68) and requires a company to prohibit the transfer of shares. It is thus important that the founders, investors, and employees understand how and when the shares can be transferred. The sustainable transfer process will keep the situation under control, make sure that all the legal regulations are met, and remain trustworthy to all stakeholders. On the other hand, a worst managed transfer may introduce apprehensions, settlement delay, fines, and even the cancellation of shareholder rights.
The topic has become even more significant in the wake of the recent statutory changes, including the obligatory dematerialisation of the securities of private companies. This manual breaks down the legal requirements, the contractual agreement, and the actual processes to be followed in the process of transfer of shares that pertain to an Indian private limited company.
2. Law: Transfer of shares
Section 2 (68), definition of private company
According to Section 2(68) of the Companies Act, a private company is said to be a company that, inter alia, does not allow the shares of the company to be transferred. This is the only difference in the case of private and public firms; the shares of a privately owned company cannot be transferred freely and easily. The restriction is not absolute; the Act allows the private companies to formulate sensible transfer practices in its Articles of Association (AoA) and shareholders’ agreement. The purpose of the statutory intention is that the existing shareholders should be able to effect the changes on ownership, and the transfers must be made possible as per the law.
Section 56: instrument of transfer and Form SH‑4
The transfer and transmission of securities is provided under Section 56 of the Act. It stipulates that a company must not make a registration of a transfer of securities unless a proper instrument of transfer is made by or on behalf of the transferor and the transferee. According to Rule 11 of the Companies (Share Capital and Debentures) Rules, 2014, the standard form of securities transfer is known as Form SH-4. The transferor and the transferee is expected to fill the form, give the information about the nature and the number of securities, consideration, the particular numbers, and sign in the presence of a witness. The implemented form shall be submitted to the company within 60 days of carrying out the form, along with the share certificate and stamp duty.
Section 56 further provides that a company should provide new share certificates to a transferee within a period of one month from the time of transfer (two months in the case of partly paid shares). Failure to comply causes fines to the company and its officers in the company. Form SH-4 is hence the foundation of any valid share transfer as provided in the company laws of India. Read this article: How to Resolve Business Disputes Legally in India: Practical Legal Remedies for Companies
Section 58: Authority of refusal to register
Section 58 concerns the denial of registration of transfers. Sub-section 2 confirms the principle of free transferability to the case of public companies, but sub-section 4 allows the private companies to deny registration of a transfer when the denial is within their Articles and when there is a sufficient cause. It is not specified under what circumstances the sufficient cause is reasonable, and the question is left to the judiciary and the set of rules and regulations in the company. The board that refuses to register a transfer shall give a notice to the transferor as well as the transferee within 30 days explaining the reasons; or the aggrieved party may appeal before the National Company Law Tribunal (NCLT) within 30 days. The courts have held that directors should act in good faith and in the interest of the company; in other words, there cannot be arbitrary or mala fide refusals.
Rule 9B and Section 29: dematerialization mandate
Under the amended version of the Companies (Prospectus and Allotment of Securities) Rules, 2014, which state that an unlisted company may only issue and transfer securities in the form of dematerialized securities, the following classes of unlisted companies are subject to the requirement of issuing and transferring securities only in the form of dematerialized securities. The compliance deadline was initially provided to be September 30, 2024, but the Ministry of Corporate Affairs (MCA) prolonged it to June 30, 2025. Beginning July 1, 2025, all share transfers and allotments of the small companies of the private companies are to be transferred and allotted in demat form. Failure to comply can lead to the imposition of fines and ineligibility of the owners of the physical shares to take part in the right issue and bonus issue. The demat requirement will promote ownership transparency and traceability, as well as align the private companies aligned to the current practices.
Laws and regulations of interest
Although the main legal provisions on share transfers concern Sections 2(68), 56, and 58, there are other provisions that affect share transfers as well. Section 44 acknowledges that shares are movable property and are capable of being transferred in a manner that complies with the Articles of the company; Section 42 and Section 62 deal with the case of the private placement and the preference allotment, which indirectly affect a transfer of shares. Section 10 commits extant shareholders to the MoA and AoA, so any restrictions on a transfer contained in them are contractual. In case of transfers by non-resident Indians, the regulations of the Foreign Exchange Management Act (FEMA) and the Reserve Bank of India (RBI) require that valuation and reporting requirements are required to be complied with. The Income Tax Act, 1961, regulates the tax on capital gains on share transfers. All these provisions together establish a statutory environment where special care has to be observed.
3. Role of Articles of Association and Shareholders’ Agreements
Right of first refusal and restrictive covenants
The Articles of Association, which are read along with the shareholders’ agreements, are the main instruments through which the statutory requirement to limit transferability is operationalized. They are usually restricted by a right of first refusal (ROFR) or right of first offer (ROFO). In this mechanism, a shareholder who wants to sell shares will have to make an offer of his/her shares to the already existing shareholders at an agreed price. The shares can only be sold to a stranger in case the existing members refuse. This is to ensure that the club of owners is first in the line of control. According to the AoA of a private limited company, shares are not transferred freely and can be transferred only with the approval of other shareholders, this is referred to as the Right of Pre-emption.
Such provisions typically detail the process: it must provide notice to the current shareholders, a time to accept, ways of arriving at fair value (in many cases by the use of an independent valuation), and what happens in the event the existing shareholders do not do so. The pre-emption clause shall not be a complete prohibition of transfer; the courts have ruled that a blanket ban, that is to say, a prohibition of transfer of shares in all circumstances, infringes the right of the shareholders to transfer under the company law. The limitation should instead be sensible and provide a course of escape that is not bona fide.
Drag-along, tag-along, and automatic transfer rights
The agreements between shareholders have extra rights in many cases to counterbalance the interests of the majority shareholders and the minority shareholders.
- Drag-along rights: Under this, the majority shareholders are allowed to force minority shareholders to sell their shares to a third-party buyer at the same terms and conditions as the majority. Drag-along rights make it easy to exit the company strategically since the buyer can obtain 100 percent of the company. The drag-along rights are the entitlement of a predominant holder of shares in a company to force the minority shareholders to jointly divest their shares under the same terms. The validity of such clauses is acknowledged by courts, provided that they are well written in the articles of the company or shareholders’ agreement.
- Tag-along rights: These rights entitle minorities to partake in a sale of majorities so that they may also get out on a similar basis. Tag-along rights safeguard the minority investors that would otherwise be left behind or sold at a discounted price. They are especially relevant in venture capital and companies that are supported by private equity. Essentially, tag-along rights make sure that the minority shareholders do not have fewer beneficial conditions and provide them with the opportunity to leave with the majority.
- Automatic and authorized transfers: There are transfers that are carried out automatically by the workings of law (death, insolvency, statutory amalgamation) or by the internal mechanics of the company (e.g., transfers to affiliates). These differ from voluntary transfers in which the ROFR or other restrictions are being applied.
Pricing and market mechanisms
The transfer restrictions, including pre-emption, usually state the method of determining the price of the shares. Typical methods include:
- Independent valuation: The valuation can be done by an independent valuer or a merchant banker who can be engaged to ascertain the fair market value using an asset-based method, income method, or market method. This is normal when the price is not easily available in market quotations.
- Formula-based valuation: The deal can include a formula (e.g., multiple of EBITDA or net asset value) to calculate the price.
- Last financing Round price: In start-ups, the price at which the last round of financing occurred can be used.
In case of foreign investors, the regulations of FEMA and RBI set minimum pricing rules of shares of an unlisted company when they are transferred between residents and non-residents. The price should not be below the fair value that is calculated by the use of internationally recognized valuation techniques.
Valuation clauses should be well-written to eliminate conflicts. They shall mention the date by which the valuation is to be done, financial statements that are to be taken into consideration, debt and working capital adjustment, and whether it is the discounts (for minority holdings) or premiums (for control holdings). Read our guest article on How to Draft an HR Policy for Remote Work in India: Legal Insights and Implementation Steps
4. Parties and documents involved in a share transfer
Transferor and transferee
A transferor is the shareholder who wants to dispose of or sell their stocks. The acquirer of the shares is known as the transferee. They both should agree on the purchase and sign the needed documents. A minor may be the holder of shares by a nominee, or by a guardian of the beneficial owner. The transferors must make sure that they are entitled to transfer (e.g., not collateral or pledged); the transferees must do due diligence of the finances of the company and the legality of the transfer.
The board of directors and the company
The whole process of the transfer of shares is guided by the board of directors. They ensure that the transfer is in compliance to the articles of the company, shareholders agreement, and the law. The board makes resolutions endorsing the transfer, authorizes the performance of new share certificates, and orders revision of the statutory registers. Section 58 provides that the board is entitled to refuse registration on the basis of adequate reason but the board is obliged to communicate its refusal within 30 days, together with reasons. The secretarial and legal departments of the company are charged with the responsibility of transfers being registered in the register of members and any statutory returns being made with the Registrar of Companies (RoC).
Share transfer deed, share certificate, and Form SH‑4
The contractual document that captures the agreement between the transferor and the transferee is a share transfer deed. Practically, the action is usually incorporated under Form SH-4, which is authorized in Rule 11 of the Share Capital and Debentures Rules. Both sides fill out Form SH-4 and give the details, including the name of the company, type of shares to be used, nominal value, number of shares, consideration, and special numbers, and sign in the presence of a witness. The form should be submitted to the company in addition to the original share certificate and stamp duty. Upon the board’s approval, the company cancels the old certificate and issues a new certificate to the transferee.
5. Walking through a transfer step by step
Reading the fine print in the Articles of Association
The initial activity that you should engage in as a potential seller or buyer is to study the Articles of Association of the company and the shareholders’ agreement. These records determine whether you would be in a duty to provide shares initially to current members, notice requirements, would board or shareholder approval would be essential, and whether there would be any lock-in duration. This step is not worth omitting. Failure to observe a ROFO or ROFR clause and sell to an outsider means that the board will reject the transfer.
Where the articles do not provide on a particular matter, the default provisions of the Companies Act are applicable. However, it is not always that simple. There are also old articles that are obsolete and do not agree with the subsequent changes in the Act. In this instance, you might need a legal opinion to be able to interpret what takes precedence in the face of the articles, which reminds us that the articles bind the company and its members in much the same way as a contract does. Violation of these articles may cause in-house conflicts as well as lawsuits.
Contacting your fellow shareholders
Provided that the articles have a pre-emption provision, you have to inform existing shareholders of your decision to sell. The notice normally contains the number of shares, the proposed price, and the conditions. The way you give such notice is important- many of the agreements state registered post or email. After which, there is a specified response time, after which an absence of response is taken to mean rejection. In case one of your current shareholders agrees, then you transfer directly to him. In case everybody refuses, you are at liberty to go to an external buyer. Do keep in mind that you cannot sell the shares to a third party at a lower price than what you offered to the existing shareholders; this would constitute a violation of the ROFO or ROFR and give them the right to insist on the sales on this condition.
Wooing the board
After lining up a buyer, the second thing is to seek approval from the board. You file a transfer application, which is the signed Form SH-4, a deposit of the original share certificate, and payment of stamp duties. The board will identify the adherence to the articles, whether the ROFO or ROFR process has been undertaken, and whether the documentation has been verified. The board can also request the transferee to sign a deed of adherence to the shareholders’ agreement. In case they decline, they will have to provide a written notice with reasons within thirty days. An explanation like we do not like your transferee will not be adequate; the rejection should be on a provision in the articles or a legitimate interest in the welfare of the company.
Fill in Form SH-4 with utmost care
Although Form SH-4 is very simple, numerous deals fail because of technical failures. Here are some practical tips:
- Check names: Make sure that the name of the transferor and that of the transferee are the same as those on the register and official identity documents.
- Check the folio numbers: Folio numbers match share certificates. Rejection may be caused by a mismatch.
- Fill-in consideration in the right way: In the event that you are gifting shares, indicate the nil consideration and execute a gift deed in the same way. In case you are selling the shares, describe what the price is.
- Witness signature: This is to be signed and fully addressed by the witness. One of the most frequent causes of rejection is missing a signature of a witness.
- Add the certificate: The company cannot cancel the certificate that has already been issued and issue a new certificate without the original certificate.
After filling the form, attach the correct stamp duty and submit the same to the company within sixty days. Keep a copy for your records.
Paying the stamp duty
Once Form SH-4 is filled out and completed, pay the stamp duty. Physical adhesive stamps are still accepted in some states, whereas electronic stamping is enforced in other states. Retain the stamp certificate or receipt as evidence.
Then, forward the transfer documents to the registered office of the company. An indemnity bond or affidavit is also widely demanded by many companies in case the original share certificate is lost. The company will pick up the documents during the next board meeting, and if everything is in place, the company will make a resolution and, within one month, they will enter the name of the transferee in the register of members and issue a new share certificate. Failure by the company to do this might result in penalties under Section 56.
Board Approval
The last step is more of an administrative task, assuming acceptance of the transfer by the board. The company will cancel the old certificate, and a new certificate will be issued in the name of the transferee, and its records will be updated. This makes the transferee a member in all aspects: he or she is entitled to vote, receives dividends, and can participate in the meetings.
When the board is not satisfied with the transfer being transferred without adequate reasons, or does not offer any reasons, the aggrieved party has the right to appeal to the NCLT. Practically, appeals are lengthy and expensive, and it is prudent to foresee possible objections and deal with it prior to the board approach. In case of any doubt of compliance, consult a company secretary or lawyer.
6. Why does everyone keep talking about demat
How we got here: from paper to pixels
Share certificates used to be physical documents more than a decade ago. They were submitted in board meetings, stored in safes, and at times mislaid or burnt. The larger the number of shares that were traded, the higher the demand by the regulators to dematerialize the shares traded in the public market to avert fraud and to simplify the settlements. Initially, transfers were not common; most of them were not as frequent and thus were not frequently transferred. But with the influx of capital provided by venture capitalists and other businessmen in the form of private equity, the amount of transfers rose, and the regulators felt a necessity of a paperless system to handle this rise in transfers.
The final result of this effort is rule 9B. It requires that designated private firms provide electronic holding and transfer of securities. Under the rule, companies have to enter into an agreement with depositories and registrars, and transfer agents, and to make sure that all shareholders have shares in a dematerialized form when they are subscribing to new securities.
Who must dematerialize and by when
All the private companies do not necessarily need to dematerialize at once. Rule 9B applies only to private companies that are not small companies, i.e., companies whose paid-up capital or turnover exceeds the thresholds defined for small companies under the Companies Act, 2013. Certain companies, such as producer companies, have extended timelines for compliance.
The time frame is also explicit; any share transfer and allotments after July 1, 2025, should be in demat form. The private companies are allowed to make transfers physically until June 30, 2025 and any registration of physical transfer after the said date will be null and may result in penalties. The non-dematerializing shareholders may also lose the right to take up rights issues or bonus issues or transfer of shares.
Practical tips for the switch
The process of demat transition consists of a number of steps:
- Sign a three-party contract with a depository (NSDL or CDSL) and an agent of transfer who is registered.
- Open the demat form in league with all shareholders. In case not all shareholders are able to open accounts (yet this is because of the absence of PAN), the company must help them.
- Send a letter to shareholders with the explanation of the need, deadline, and the process.
- Rewrite the Articles in case necessary, to eliminate physical certificate references.
- Dematerialization: The existing shareholders have to present their physical certificates to the depository via their brokers.
7. Transfers versus transmissions
What happens when a shareholder dies
Not every change of ownership is voluntary. At the death or insolvency of the shareholder, or a loss of the legal capacity of the shareholder, his shares are not transferred, but transmitted. Transmission takes place by operation of law, and the rules are different. A company has the option of registering a transmission under Section 56, under the application made by the legal heir or the representative, along with the supporting documents in the form of a death certificate, succession certificate, probate, or a will. Form SH-4 or stamp duty is not required, due to a lack of any contract of sale.
The reason why transmissions bypass the paperwork
The reason why a different action is justified is that the shareholder is not making any choice to transfer the share; it is the law that acknowledges the change of ownership because of death or bankruptcy. During a transmission, rights together with liabilities of the deceased shareholder pass on to the transferee (normally the heir). They put themselves in the shoes of the dead but have the same shareholding and liabilities. Companies should exercise caution in making sure that the claimant is actually entitled to the shares; therefore, the a need for probate or succession certificates. On which being satisfied, the company has the name of the heir entered in its register, and another certificate is issued.
It is important to draw the line between transfer and transmission issues, as even a wrong procedure can result in legal disputes. To illustrate this, in case a legal heir makes the mistake of completing Form SH-4 and remitting the stamp duty, the board may decline to accept the form, and this will create unnecessary delays. On the other hand, the company might suffer penalties in case a voluntary gift is not labelled as being transmitted to escape stamp duty.
8. When the board plays gatekeeper
Finding “sufficient cause”
The issue of the board refusing a transfer is not an absolute one. Courts have questioned the reasons provided as to refusal. The most frequent reasons to reject them are:
- Breach of pre-emption right: In case the transferor was not offering shares to the existing shareholders, the board is likely to deny the registration.
- Unfinished or bad documents: Considerable reasons are the fact that they are not signed on the form SH-4, there is no witness signature, and stamp duty is not paid.
- Competitor issues: There are articles that do not allow such transfers to competitors or those whose character is questionable.
- Legal incapacity: Legally-transferee can be refused where the transferee is a minor, has no guardian, or is otherwise legally incapable of holding shares.
The directors have no right to decline just because they do not like the transferee or because they wish to retain shareholding. In Hari Nagar Sugar Mills v. Shyam Sunder Jhunjhunwala, the Supreme Court struck that the discretion of the directors must not be oppressively, capriciously, or corruptly exercised. The reason is whether they acted in good faith and with an honest belief that refusal is in the best interests of the company. The onus of proving mala fides is upon the injured side.
Things to do when you are rejected
In case the board refuses to register a transfer, either the transferor or transferee could appeal to the National Company Law Tribunal. The appeal shall be filed within 30 days of the refusal notice. The court will look into the reasonability of the refusal. In such a case, in which it considers the refusal arbitrary or ungrounded, it can direct the company to register the transfer. In other instances, the tribunal can also grant costs. As a matter of fact, the threat of an appeal can, in most cases, make boards look more cautiously and prevent meticulous rejections.
Lessons from the courts
There are several principles that case law indicates:
- Good faith is essential: Directors should ensure any rejection to transfer shares is made in good faith, for proper purposes, and in compliance with the articles of the company.
- Notification of reasons: They should provide their reasons as to why they are refusing. Failure to do it can result in an order in which the company will be required to register the transfer.
- Burden of proof: The aggrieved party must prove mala fides. Nonetheless, when the circumstances are indicative of malicious intentions, the responsibilities fall on the company as the burden carrier.
- No inherent authority: The directors may not bank on some power in default that is inherent. They cannot invent one when the articles do not provide them with the power.
Knowledge of these principles will enable transferors to foresee objections and make sure boards exercise their powers in a legal way.
9. Balancing power between big and small investors
When existing investors get first dibs
The right of first offer and refusal is necessary in providing a balance between the majority and the minority. They allow the opportunity to consolidate a stake of the existing shareholders before an outsider is invited in. To the eyes of a majority, these rights help to guard against unvetted entrants. To a minority, it gives them an escape route in case a third party is willing to purchase the shares.
When the majority drags everyone else
Drag-along rights can allow the majority shareholders to sell shares of the company in blocks. The absence of these rights would mean that a minority holder would have the power to reject such a sale, derailing a huge deal. The drag-along clause usually dictates that the minority shall be given the same terms and price as the majority. The drag-along clauses have been enforced in the courts, provided they are well spelled out in the articles of the company or shareholders’ agreement.
When the minority tags along
Tag-along rights ensure the protection of the minorities in an event where the majority sells out the controlling interest. In case a majority sells more than a stated percentage rate, minorities can ride on the tag of the sale and ride off on the same terms to the same investors. In the absence of such rights, a minority might be left behind with a new controlling shareholder, who might be at a lesser valuation.
Crafting fair clauses
In order to reconcile rights, the tag-along and the drag-along provisions need to state:
- Trigger (e.g., sale of over 50 percent of stock).
- The period of notice (so the minority holders can react).
- The cost and the equal treatment of the majority and minority holders.
In case the clauses are not clear, much confusion can be experienced regarding whether a sale reached the threshold or the price is fair. Legal advisors help in the formulation of such provisions, which are then resistant to examination.
10. Putting a price on your shares
Choosing a valuation yardstick
Where no quoted price is available in the market in the case of the private company, parties have to agree on how it will be done. There are standard yardsticks, which are:
- Net Asset Value (NAV): Appropriate for asset-intensive firms; it deducts the liabilities from assets.
- Discounted Cash Flow (DCF): Best when there is a growth company; these rates of cash flow across time are projected and discounted to the present value.
- Similar multiples: Use valuation multiples (EV/EBITDA and others) of similar listed companies, or of recent transactions.
- Last round price: common to start-ups, which is adjusted to play down the dilution.
Regardless of the method adopted, the parameters should be expressed: what statements are being considered in what financial year? Is it in exclusion of extraordinary items? Is debt adjusted? Is there going to be a discount on without marketability? As clarity prevents disputes.
Pricing based on clauses of pre-emption
The pre-emption clauses are at times referred to as the condition in which the price offered should correspond to the highest price given by an outsider. However, in cases where there is no third-party offer, the parties may need to appoint an independent valuer whose determination is binding. Some agreements adopt alternative methods, such as splitting the difference between the seller’s and buyer’s valuations or establishing a negotiated range within which discussions can take place. The point is that price should be determined objectively, and one should not resort to the guesswork of prices.
Cross-border pricing regulation and taxes
FEMA rules come into play in case either the transferor or transferee is a non-resident. In the case of the transfer of a resident to a non-resident, the Reserve Bank of India restricts the price of a transfer to an amount that exceeds fair value. In the case of transfer between a non-resident and a resident, on the other hand, the purchase cost must not be above the fair value. Valuation should be based on globally agreed practices, which could involve the certificate of a chartered accountant.
The transferor can pay taxes on the capital gains tax side. The unlisted shares having a holding period of more than 24 months will be classified as long-term and taxed at 20 percent with an index; the unlisted shares will be taxed at the personal slab rate. Under Section 56(2)(x), the transferee might be exposed to tax when the shares are bought below the fair market value. Share transfer should thus include tax planning, particularly where the consideration is substantial.
11. Checklist for companies and investors
Here is a succinct checklist:
- Review the AoA and shareholders’ agreement to find restrictions on transfers and business by demat.
- Assess and document pre-emption rights and demat.
- Revise internal policies and registers, and get board resolutions and templates.
- Arrange the valuation upon an impending transfer.
- Seek professional advice regarding tax, FEMA, and legal implications.
- Be informed of the developments made by the MCA and judicial decisions.
A proactive strategy helps to minimize non-compliance and conflict risk, maintain relationships between shareholders, and provide a smooth exit or entry.
12. Conclusion
Share transfers are no simple administrative gesture; they are a process that creates ownership, control, and the future of a given company. They include statutes that establish limits, articles that represent the vision of the shareholders, and the feelings of the human beings associated with family businesses or difficult investments to gain. The private company are designed to control the entry and exit position of a shareholder to maintain the personality of the business. This is intended to protect the existing shareholders and let the new entrants into the system, in an organized and controlled manner.
With some knowledge of the law, namely, that, in Section 2(68), there must be limited transferability, in Section 56, it must be a proper instrument, in Section 58, in the hands of the directors, and the impending demat requirements, you can sail into these waters without fear. You are honoring the faith of shareholders by honoring the contracts, such as the right of first refusal and drag-along, or tag-along. You can be confident of your transfer not causing unforeseen liabilities by observing the rules of valuation, tax, and FEMA.
Your transition of the share will be a smooth transition and not a cause of conflict, as you will have taken the time necessary to read the articles of the company, consult the advisors, abide by procedures, and generally communicate freely with your fellow shareholders. Since the corporate environment is changing in India and dematerialisation has become the current trend, those who adapt efficiently and effectively will discover that the shares are not just physical certificates, but they are tokens representing ownership, responsibility, and value.
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