A share transfer applies the moment one shareholder in a private limited company sells or gifts shares to someone else, whether the registered office sits near Connaught Place, Delhi NCT, or on Sohna Road in Gurugram, Haryana. It does not apply when a shareholder has died or gone insolvent; that is a transmission, and it follows a completely different procedure. If you are two willing parties, a founder buying out a partner, an investor picking up a stake, or a family member receiving shares as a gift, this page is written for you. LegalX India handles the SH-4 form, the stamp duty calculation, the board resolution and the register update for ₹4,999 onwards, usually inside 7 to 10 days, whichever part of Delhi NCR your company calls home.
Does a share transfer actually apply to your company?
Private limited companies cannot let shares move freely between owners the way public companies can. Under the Companies Act, 2013, every transfer needs board approval and has to respect whatever restrictions your Articles of Association carry, most commonly a right of first refusal for existing shareholders. Investor backed companies often add drag along and tag along rights on top of that standard clause, and those need checking too before anyone signs anything. If both people involved are alive and willing, and the shares are being sold or gifted rather than inherited, you are looking at a transfer, not a transmission. Everything below applies to you directly, regardless of whether the company sits in Delhi NCT, Gurugram, or Faridabad.
What has to be ready before we can file anything?
Gather these before you call us, and the whole process moves noticeably faster:
- The original share certificate held by the transferor
- A signed SH-4 form from both the transferor and the transferee
- A copy of the company's Memorandum and Articles of Association, so we can check for transfer restrictions
- PAN cards and current address proof for both parties
- A board resolution approving the transfer, which our team drafts for you
Most delays we see come from a missing board meeting, not missing paperwork, so get that scheduled early.
When does the 60 day lodging window begin, and how is it tracked?
Execution is what starts this particular clock, the day the SH-4 form itself is signed. From that point, the Companies Act, 2013 gives the instrument 60 days to reach the company, or the transfer needs extra explanation before the board will accept it. Once the board approves the transfer, a new share certificate is due within 30 days, and the old certificate gets cancelled at the same time. If either party is an NRI or a foreign national, FEMA reporting and RBI pricing guidelines apply on top of these two windows, and the price cannot fall below fair value as certified by a SEBI registered valuer. Miss either window and the transfer does not become invalid automatically, but it gets considerably harder to defend later, especially if the company is raising funds within the same financial year.
What does getting a share transfer wrong actually cost you?
Most of the damage from a badly handled share transfer shows up months later, usually during due diligence or a funding round, not on the day itself.
| What goes wrong | What it actually costs you |
|---|---|
| SH-4 lodged after the 60 day window | A late instrument needs extra board explanation before it gets accepted |
| Insufficient or unstamped duty paid | The instrument is treated as not duly stamped until the shortfall is cleared |
| Register of Members left unchanged | The buyer cannot vote, attend board meetings or receive dividends |
| Old share certificate not cancelled | Flagged as a mismatch during the next annual filing and any investor due diligence |
| An Articles restriction gets ignored | Existing shareholders can challenge and even unwind the transfer later |
None of this is expensive to avoid. It gets expensive only once someone else finds it first.
What happens between signing SH-4 and the new certificate?
- We review your company's Articles of Association for transfer restrictions and right of first refusal clauses.
- We calculate the exact stamp duty, 0.25 percent of the consideration value, and point you to the correct payment route for your state.
- We prepare and check the SH-4 form for both signatures before anything gets submitted anywhere.
- We draft the board resolution and confirm it has actually been passed at a properly convened meeting.
- We update the Register of Members, cancel the old certificate and arrange the new one within 30 days.
Your company's own registered address decides who ends up seeing this filing. A Connaught Place company sitting in Delhi NCT answers to ROC Delhi-I or ROC Delhi-II, the split turning on its exact district, and its CIN carries state code DL. A Gurugram company, Sohna Road or DLF Cyber City included, answers instead to ROC Haryana, the single Chandigarh office covering all of Haryana, with CIN state code HR. Every filing itself happens on MCA V3, regardless of which of the two offices eventually holds your record. Stamp duty payment for a Delhi entity typically runs through SHCIL e-stamping, while a Haryana entity pays through the Jamabandi platform instead. If a disputed transfer ends up in litigation, a Delhi NCT company answers to the Delhi High Court. A Gurugram company answers instead to the Punjab and Haryana High Court at Chandigarh, never to a Delhi bench.
Which Delhi NCR businesses come to us for this most often?
- A retail or commercial establishment owner on Sohna Road, Gurugram, buying out a co owner's stake before opening a second outlet
- A professional services founder working out of Connaught Place, Delhi NCT, issuing fresh shares to a partner who has just joined the practice
- A small group of family shareholders anywhere in Delhi NCR gifting shares between parents and children ahead of a succession plan
- An investor based in Gurugram picking up a minority stake in a Delhi NCT company ahead of a funding round
Why LegalX India for your share transfer in Delhi NCR
We have handled transfers for companies registered in Delhi NCT and companies registered in Haryana. We do not treat the two the same way, because the registrar, the CIN state code and the stamp duty route genuinely differ between them. Read the full share transfer process nationwide if you want the complete national picture first. Otherwise, share your company details and we will tell you within a day exactly which forms, which registrar and which stamp duty route apply to your specific address. Starting at ₹4,999, with the whole process handled online in 7 to 10 days, no matter which corner of Delhi NCR your registered office sits in.