Form SH-4 Share Transfer Form India 2026 Complete Checklist, stamp duty + proper execution.

• Form SH-4: statutory share transfer deed under Section 56 Companies Act 2013.
• Mandatory for every share transfer between members (physical shares; demat transfer is depository-based without SH-4).
• Signed by: transferor + transferee + witness.
• Stamp duty payable per Indian Stamp Act (central / state-specific).
• Standard stamp duty: 0.015% of consideration (or face value if higher) in most states.
• Specific state variations (Maharashtra, Karnataka, Tamil Nadu, etc.).

• Post Rule 9B mandatory dematerialisation of unlisted shares (October 2024 for private companies), most share transfers are now in demat form - depository-based transfer without SH-4.
• SH-4 still relevant for: companies not yet Rule 9B compliant (unresponsive shareholders in physical form), small companies exempt from Rule 9B, specific legacy / inheritance share transfers.
• Buy-back / specific restructuring may still use SH-4 for specific share class.

• Share transfer between resident + non-resident OR between two non-residents requires Form FC-TRS filing within 60 days.
• SH-4 is the share transfer deed; FC-TRS is the FEMA reporting.
• Both required for share transfer involving foreign shareholder.
• Rule 21 pricing guidelines verification + CA / Merchant Banker certificate.
• See our FC-TRS filing checklist for details.

• Stamp duty under-paid (wrong state rate applied, wrong consideration basis).
• Missing witness signature.
• SH-4 lodged with company > 2 months after execution (Rule 11 time limit).
• Company's refusal to register transfer (specific grounds under Section 58).
• Lost share certificates - must issue duplicate under Rule 6 before transfer.
• Non-compliance with Rule 9B demat requirement for Rule 9B companies - transfer in physical form invalid post Rule 9B date.
• Section 56(2)(x) buyer-side gift tax if transfer at below fair value.

Last updated: 2026-10-23.