15. Share Certificate & Transfer

🔄 Share Transfer & Certificate Services

Ensure Seamless Ownership Transitions with Expert Compliance Support

In the dynamic world of corporate ownership, transferring shares and issuing valid share certificates is not just a legal requirement—it's a critical step in safeguarding investor interests and maintaining transparency. Whether you're a startup, a growing private limited company, or a well-established enterprise, ensuring that share transfer procedures are handled with precision and compliance is essential.

As your trusted Company Secretary (CS) service provider, we simplify the complexities of share transfers and share certificate issuance, ensuring a hassle-free and legally compliant process for all stakeholders involved.

Our Share Transfer & Certificate Services Include:

🔁 1. Share Transfer Assistance

Drafting and vetting Share Transfer Deeds (Form SH-4)

Verification of stamp duty and transfer documents

Ensuring compliance with the Companies Act, 2013

Facilitating board approvals and recording in statutory registers

Transfer of shares in case of gift, sale, inheritance, or transmission

📜 2. Share Certificate Issuance

Preparation and issue of original share certificates within statutory timelines

Handling duplicate share certificate issuance in case of loss, defacement, or mutilation

Endorsement of transfer entries on the share certificate

🗂️ 3. Statutory Records & Register Maintenance

Updating the Register of Members and Register of Share Transfers

Filing of related forms with ROC (if required)

📘 Types of Share Transfers We Handle:

Voluntary Transfer: Between shareholders or to a new buyer

Transmission of Shares: Due to death or insolvency of a shareholder

Gift of Shares: Without monetary consideration

Buy-back of Shares (Private Companies)

Transfer between relatives (as per exemption provisions)

Key Compliance Aspects We Take Care Of:

Proper valuation of shares where required

Board Resolution drafting and execution

Adherence to Articles of Association (AOA)

Filing forms like MGT-7A, PAS-3, DIR-12 (if applicable)

Ensuring time-bound issuance of certificates (within 2 months from allotment/transfer)

🔍 Important Legal Provisions & Timelines (Companies Act, 2013):

Section 56 of Companies Act, 2013:

Governs the procedure for transfer and transmission of shares.

Share transfer form (SH-4) must be delivered within 60 days from the date of execution.

Issuance of Share Certificate:

Must be issued within 2 months from the date of allotment or registration of transfer.

For transmission cases, the company must register the shares within 1 month of submission of valid documents.

Stamp Duty on Share Transfer:

Share transfers must be duly stamped (as per state-specific stamp duty laws).

Stamp duty is 0.25% of the consideration amount or the market value, whichever is higher.

🛑 Common Issues We Help You Avoid:

Delays in share transfer registration leading to penalties

Invalid or incomplete share transfer deeds

Non-compliance with Articles of Association (AOA)

Conflicts between shareholders due to improper documentation

Errors in statutory registers and filing with ROC

📑 Key Documents Required:

For Share Transfer:

Duly filled and signed Form SH-4

Original share certificate

Board Resolution approving the transfer

Identity & PAN proof of transferee

Stamp paper of adequate value (as per state)

For Transmission of Shares:

Death certificate of the shareholder

Succession certificate / Probate / Legal Heir Certificate

Board Resolution approving transmission

Indemnity bond and affidavit (in some cases)

For Issuance of Duplicate Share Certificate:

FIR copy (in case of loss)

Indemnity bond and affidavit

Advertisement in a newspaper (if required)

Registers to be Maintained:

Register of Members (Form MGT-1)

Register of Share Transfers

Share Certificate Register

Best Practices We Follow:

Review and compliance check of company’s AOA clauses regarding share transfer restrictions

Advise clients on pre-emptive rights or rights of first refusal (if applicable)

Ensure data accuracy in all filings and registers

Provide custom formats for Board Resolutions, Indemnity Bonds, etc.

📢 ROC Filings (if applicable):

MGT-7 / MGT-7A – Annual return showing shareholding pattern

PAS-3 – For return of allotment (in case of fresh allotment)

SH-7 / MGT-14 – In some cases where changes in capital or special resolutions are involved

⚠️ Penalties for Non-Compliance:

Fine of ₹50,000 to ₹5,00,000 for the company

Fine of ₹10,000 to ₹1,00,000 for each defaulting officer

Top of Form

Bottom of Form

💼 Who Needs This Service?

Private Limited & Public Limited Companies

Startups issuing shares to investors

Businesses undergoing ownership changes

Legal heirs claiming transmission of shares

Companies looking to regularize or rectify past share transfers

📌 Why Choose Us?

End-to-End Support – From documentation to ROC filings

Expert Legal Compliance – Stay aligned with the Companies Act, 2013

Timely Execution – Avoid penalties and maintain good corporate standing

Custom Advisory – Based on your company structure and ownership goals