0.25 percent. That is the stamp duty on a share transfer, on the consideration, and it is the one number in the process that never changes whatever else a Kolkata company gets wrong. Everything else does change: whether the board can refuse, whether a valuation is needed, whether the deed reached the company in time. This page sets out how a share transfer works in a private limited company registered in West Bengal, the deadlines that bind it and what we charge to do it properly.
What is a share transfer and when are the steps due?
A share transfer moves existing shares from one holder to another; it is not an allotment of new shares. For a private limited company the sequence and the clocks are:
- The transferor and transferee sign the SH-4 transfer deed with a witness, stamped at 0.25 percent of the consideration
- The deed and the share certificate are delivered to the company within 60 days of execution
- The board registers the transfer, or sends a notice of refusal, within 30 days of receiving the deed
- The company endorses or reissues the share certificate within one month of registering the transfer
- The register of members is updated and the change flows into the next MGT-7 or MGT-7A filed with ROC West Bengal
No standalone form goes to the registrar for the transfer itself. The annual return filed with the Registrar of Companies, West Bengal is where the new shareholding first appears publicly.
Which Kolkata companies need this?
Any private limited company where ownership changes hands:
- A Park Street restaurant company bringing in a partner who buys 30 percent from the founders
- A Salt Lake Sector V startup where an exiting co founder sells to the remaining founders before a funding round
- A Bowbazar family company passing shares from one generation to the next
- A company where a deceased member's shares pass to legal heirs, which is a transmission rather than a transfer but uses similar records
- An exit of an early investor to a new one
In every case the articles come first. A transfer that ignores a pre emption clause can be set aside, and a Sector V startup that discovers this during due diligence has a cap table problem in the middle of a fundraise.
What happens if you miss a step?
| Step | Rule | Consequence if missed |
|---|---|---|
| Stamping at 0.25 percent | Before or at execution | Deed is not admissible as evidence; the transfer can be challenged |
| Delivery to the company | Within 60 days of execution | Deed lapses; a fresh deed and fresh stamping are needed |
| Board decision | Within 30 days of receipt | Default by the company; a transferee can seek rectification |
| Certificate endorsement | Within 1 month of registration | Penalty on the company and officers; no proof of title for the new holder |
| Pricing below fair value | Valuation where tax rules apply | Tax on the buyer and deemed consideration for the seller |
The cash penalties are modest. The real cost is a cap table that does not hold up. Picture a Park Street company's partner who paid ₹40 lakh and cannot prove he owns 30 percent, because the deed was never stamped and the certificate never endorsed.
How do we handle it for you?
- Articles review: we read the articles for pre emption rights, board consent powers and any lock in, and confirm the transfer is permitted or what consents it needs.
- Pricing check: we confirm the consideration against the fair value rules and arrange a registered valuer's report where the income tax provisions require one.
- Deed: the SH-4 is drafted, signed by both parties with a witness, and stamped at 0.25 percent of the consideration.
- Board: the deed and certificate are delivered to the company and the board resolution registering the transfer is passed within 30 days.
- Records: the register of members and register of transfers are written up, the certificate is endorsed or reissued within a month, and you receive the full set.
From instruction to completed records, 7 to 10 working days when the parties are available to sign.
What documents do we need from you?
- The company's articles of association and the current register of members
- The original share certificate of the transferor
- PAN and address proof of the transferor and transferee
- The agreed consideration and payment proof
- Board composition and the directors' digital signatures for the resolution
- Latest audited financials if a valuation report is needed
What does a share transfer cost in Kolkata?
The fee is ₹4,999 and covers the articles review, the SH-4 deed, stamping coordination, the board resolution, the register entries and the certificate endorsement. Stamp duty of 0.25 percent on the consideration is paid at actuals; on a ₹20 lakh transfer that is ₹5,000. Where the tax rules require a registered valuer's report, that is quoted separately and is typically the largest outside cost in a transfer between unrelated parties.
Which Kolkata professionals sign off on a transfer?
The parties sign the deed, the directors sign the board resolution, and the company secretary or chartered accountant maintains the registers and certifies the annual return that carries the change to ROC West Bengal. Where the transfer is part of a fundraise or an exit, a lawyer drafts the share purchase agreement behind the deed. Its dispute clause names Kolkata courts and an arbitration seat in the city, because a contested transfer ends up before the tribunal or Calcutta High Court.
One practical note for West Bengal: the stamping must be proven. Keep the stamped deed with the register, because it is the first document an auditor, a bank or an investor's counsel asks for.
Why choose LegalX India for share transfers in Kolkata?
Our team sits in Kolkata at 58B, Bidhan Park, Taki Road, Barasat, Kolkata 700124, and our company secretaries handle transfers for private companies across the city, from family reshuffles in Bowbazar to founder exits in Sector V. You get the articles read before anyone signs, the duty computed correctly, the tax angle flagged, and registers that survive due diligence. The fee is ₹4,999 with stamp duty at actuals.
For the national rules on transfer restrictions, transmission and forms, read our complete share transfer guide for India. For a company registered in West Bengal, call +91 96356 85435 or request a callback and a CS reviews your articles within 30 minutes.