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Hisho & Kanri
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We provide accounting, compliance,
and advisory services.

Transfer of Shares

Pass ownership on, cleanly and legally.

Transfer of shares is the legal process of moving ownership of existing shares from one shareholder (the transferor) to another (the transferee) — through a sale, gift, family settlement, or as part of a broader ownership restructuring. Unlike an issue of new shares, no fresh capital enters the company; only the register of who owns what changes.

Done correctly, it's a quick, well-documented handover backed by a valid instrument of transfer, board approval, and an updated register of members. Done casually, it can leave a transfer legally unenforceable, trigger stamp duty penalties, or leave the buyer without a recognised stake — which is why most shareholders bring in a transfer specialist rather than handling it informally.

Talk to a Transfer Expert Compare Transfer Types
0Transfers Processed
0Countries Covered
0Avg. Turnaround
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Transferred
Instrument of Transfer
Share Transfer Deed
Executed on Form SH-4, duly stamped
TransferorExisting Holder
TransfereeNew Holder
Shares Transferred5,000
Filed ByHisho & Kanri
SH-4 Deed
Stamping
Board Nod
New Certificate
Modes of Transfer

Which way of transferring shares fits your situation?

Every transfer scenario carries its own documentation and approval trail. Here's the full lineup we handle, at a glance.

Sale of Shares

Shares sold to a buyer at an agreed price — the most common route for founders exiting or investors transacting between themselves.

Most Common

Gift Transfer

Shares transferred without consideration, often between family members, still requiring a valid instrument of transfer and stamp duty.

Transfer Among Existing Shareholders

Ownership rebalanced between current shareholders — common when co-founder equity splits are revisited.

Transfer to a New Investor

An outside investor buys shares directly from an existing holder rather than through fresh allotment by the company.

Transmission on Death or Insolvency

Shares passed to legal heirs or a successor-in-interest by operation of law, following a slightly different procedure than a standard transfer.

Transfer by Way of Pledge or Security

Shares transferred to a lender as collateral, with terms for reversal once the underlying obligation is discharged.

Inter-Company Transfer

Shares moved between group entities as part of a holding structure or internal reorganisation.

Transfer to a Non-Resident

Shares transferred to or from a foreign shareholder, subject to applicable pricing and reporting requirements.

The Process

From deed to updated register, in eight steps

Here's exactly what happens between agreeing to transfer shares and the transferee holding a valid, recognised stake in the company.

1

Review Articles & Agreements

We check the articles of association and any shareholder agreement for transfer restrictions, right of first refusal, or lock-in clauses.

2

Execute Instrument of Transfer (Form SH-4)

The transferor and transferee sign the share transfer deed, setting out shares, consideration, and both parties' details.

3

Pay Stamp Duty

Applicable stamp duty on the transfer value is calculated and paid before the deed is submitted to the company.

4

Submit to the Company

The signed, stamped deed is lodged with the company along with the existing share certificate for endorsement.

5

Board Approval

The board reviews and approves the transfer at a duly convened meeting, recording it in the minutes.

6

Register of Members Updated

The company updates its statutory register to reflect the transferee as the new registered shareholder.

7

New Share Certificate Issued

A fresh share certificate is issued to the transferee within the statutory timeline following approval.

8

Statutory & Tax Filings

Any applicable regulatory reporting and capital gains disclosures are completed to close out the transfer.

Eligibility

Who can transfer shares, and when?

Requirements vary by transfer type and the company's own articles, but most transfers share the same baseline conditions before they can proceed.

Fully Paid-Up Shares

Shares being transferred must generally be fully paid-up, unless the company's articles permit otherwise.

No Transfer Restrictions Breached

The transfer must not violate any lock-in period, right of first refusal, or other restriction in the articles or shareholder agreement.

Valid Instrument of Transfer

A properly executed and stamped Form SH-4 (or equivalent) signed by both transferor and transferee.

Original Share Certificate

The existing share certificate must be produced for endorsement or cancellation against the new certificate.

Board Approval Obtained

Private companies typically require board approval before a transfer can be registered, unless the articles state otherwise.

FDI & Pricing Compliance

Where the transferee is a non-resident, the transaction must follow applicable FDI pricing guidelines and reporting norms.

Paperwork

Documents you'll need to keep handy

Gathering these upfront is the single biggest thing you can do to speed up your share transfer.

Instrument of Transfer (SH-4)

Signed by transferor & transferee

Original Share Certificate

For endorsement or cancellation

Stamp Duty Payment Proof

Duty paid on transfer consideration

Identity Proof

Of transferor and transferee

Consideration Proof

Bank statement of sale value paid

Board Resolution

Approving registration of transfer

No-Objection Letter

Where required under the AOA

Digital Signature

Of the authorising director

Why It's Worth It

What a properly registered transfer actually buys you

Beyond changing a name on paper, a well-documented transfer protects both sides of the transaction and keeps the company's records clean.

Legally Enforceable Ownership

The transferee's stake is recognised and protected in law

Faster Than a Fresh Issue

No valuation or fresh capital rules to navigate

Clean Cap Table

Register of members stays accurate and dispute-free

Smooth Exits

Founders and early investors can liquidate stakes cleanly

Family & Succession Planning

Gift and transmission routes support estate planning

Tax Clarity

Documented consideration supports accurate capital gains filing

Restructuring Flexibility

Rebalance ownership without touching authorised capital

Reduced Dispute Risk

A signed, stamped deed leaves little room for later challenge

After the Handover

Staying compliant once shares change hands

Registering the transfer isn't the finish line — here's what keeps it airtight afterward.

Register of Members Update

Statutory registers updated promptly to reflect the transferee as the new shareholder.

New Share Certificate Issuance

Fresh certificate issued to the transferee within the statutory timeline.

Stamp Duty Reconciliation

Duty payment verified and recorded against the executed transfer deed.

Capital Gains Disclosure

Transferor reports the transaction and any applicable capital gains in their tax return.

Annual Return Disclosures

The updated shareholding pattern reflected in the company's next annual return.

Foreign Investment Reporting

Where the transferee is a non-resident, applicable regulatory reporting is filed within the required window.

Why Hisho & Kanri

Share transfers handled by people who do this daily

We've documented and registered enough transfers across India, Singapore, and Malaysia to know exactly where handovers usually go wrong — and how to avoid it.

Experienced Professionals

Company secretaries who draft and register transfer deeds every week.

Fast Turnaround

Deed drafting, stamping, and board approval coordinated without delay.

Transparent Pricing

Clear packages with no hidden stamp duty or filing surprises.

Full Visibility

You see every document and status update, not just the final certificate.

Dedicated Support

One point of contact for both transferor and transferee throughout.

Secure Documentation

Shareholder identity and company records handled under strict confidentiality.

FAQ

Common questions about transferring shares

Can't find your question here? Use the form alongside this page and we'll answer it directly.

It's the process of moving ownership of existing shares from one shareholder to another through sale, gift, or other transaction, without the company issuing any new shares.

An issue creates new shares and brings fresh capital into the company; a transfer simply moves existing shares between two parties with no new capital involved.

Often yes — right of first refusal, lock-in periods, or board consent clauses are common, and we review the articles before any transfer proceeds.

Typically around 10 working days from executing the transfer deed to receiving the new share certificate, once all documents are in order.

The instrument of transfer (Form SH-4), original share certificate, stamp duty proof, and identity documents are the core set — see the Documents section above for the full list.

Yes, stamp duty is payable on the consideration or value of shares transferred, and we calculate and arrange this as part of the process.

Yes, a gift transfer still needs a valid instrument of transfer and applicable stamp duty, even though no money changes hands.

Yes, subject to applicable FDI pricing guidelines, sectoral restrictions, and the relevant regulatory reporting after the transfer.

Shares pass to legal heirs through transmission rather than a standard transfer, following a slightly different documentation route that we can guide you through.

Because we handle transfers daily across three countries, keep both parties informed at every step, and stay on for compliance long after the new certificate is issued.