Can I sign the certificate over to the buyer and be done with it? No. A share transfer in a private company runs on a stamped SH-4, a board resolution and a fresh entry in the register of members. The signed SH-4 has to reach the company inside 60 days of execution. Nothing goes to ROC Pune as a standalone form on the day it is signed. The registrar meets the new shareholding later, in the annual return, which is why a careless transfer surfaces in diligence rather than at the time.
Does this apply to your company, and to which financial year?
It applies to a voluntary sale or gift of shares between two willing parties. Shares in a private company are not freely transferable, so your Articles decide who may buy them and on what notice. Read that document before you agree a price. Where the shares already sit in demat, the depository moves them and no SH-4 is executed at all.
The year matters more than most founders expect. A transfer belongs to the financial year in which the board registers it, and that is the year whose annual return, MGT-7 or MGT-7A, carries the new shareholding to ROC Pune. Sign in March, approve in April, and you have pushed the change into the next return. For the framework that applies in every state, see how share transfer works across India.
What do we need from you before the deed is signed?
- The original share certificate held by the seller, with the distinctive numbers still legible.
- The current Articles, the register of members and the register of transfers as they stand today.
- PAN and address proof for both sides, plus the agreed consideration and the basis you arrived at it.
- Anything already in writing on a right of first refusal, whether it was offered, taken up or waived.
- Where either party is not resident in India, the FEMA pricing and reporting papers, which we flag on day one.
Which clocks start once the SH-4 is signed?
Three dates matter and only one of them is soft. The instrument has to reach the company within 60 days of the date it was executed. After the board approves, the company gets one month from receiving that instrument to deliver the new certificate. The register of members is written up on the day of approval, not whenever the certificate is printed.
Duty is the item Pune clients most often mis price, usually because an older page told them to. Since 1 July 2020 duty on transfer of securities on delivery basis is 0.015 percent, collected through the depository for demat. That is a central rate, uniform across India by design, so it is not a Maharashtra schedule entry, and a Pune shareholder does not buy physical share transfer stamps. Maharashtra's Inspector General of Registration and Controller of Stamps has his office at Pune, which is worth knowing on a property deal; it changes nothing on a share transfer.
What does a missed step actually cost?
| Step missed | What follows |
|---|---|
| SH-4 not lodged with the company inside 60 days of execution | The company can decline to register it, and the parties execute a fresh instrument and pay duty again |
| New certificate not delivered inside one month of approval | Section 56(6) puts a penalty of ₹50,000 on the company and on every officer in default |
| Register of members left untouched after the board approves | On the company's own record the seller still votes and still draws the dividend |
| Transfer refused and no notice sent to the transferee | The buyer can take it to the NCLT Mumbai Bench and the company ends up defending a tribunal matter |
| Duty short paid on the instrument | The transfer is questioned in the next diligence exercise, usually at the worst possible moment |
None of that is theoretical. A cap table that disagrees with the register of members is the first thing an acquirer's counsel finds. Repairing it two years later costs many times the ₹4,999 the transfer would have cost.
How the transfer runs, from signature to the register
- We read the Articles and the existing registers, and tell you within a day whether a right of first refusal or a lock in stands in the way.
- We compute duty on the consideration at the rate in force on the execution date, then prepare the SH-4 for signature by both sides.
- We draft the board resolution, minute the approval properly and record the transfer in the register of members and the register of transfers.
- We arrange cancellation of the old certificate and issue of the new one in the buyer's name inside the one month window.
- We carry the new shareholding into the annual return that goes to ROC Pune, so the registrar's file and your cap table finally agree.
Who in Pune is actually signing an SH-4?
- In Kharadi, a corporate services office on leased premises admits a second partner into its holding company.
- A SaaS founder in Hinjawadi buying back a departed cofounder's stake before the next funding round opens.
- A family business settling shares on the next generation, where the deed and the register drifted apart years ago.
- An operating company whose early investor is exiting and wants a clean register before the share purchase agreement is signed.
Whose file does the new shareholding end up in?
Your registered office address decides all of it. A company whose registered office is in Pune district files with ROC Pune. Maharashtra went from two registrars to four on 16 February 2026, and ROC Pune was not part of that split, so nothing was required of any Pune company. Pune and the districts around it stay with that one office, and before anything is filed we check which registrar your specific address answers to.
A refused or disputed transfer is where geography starts to bite. Under sections 58 and 59 it goes to the NCLT Mumbai Bench, whose published jurisdiction covers the State of Maharashtra together with the State of Goa. There is no NCLT bench at Pune, so budget for a hearing away from the city. A transferee served with a notice of refusal has 30 days to appeal, and 60 days from lodging the instrument where no notice ever came.
One practical point for offices held on lease. A Kharadi services company often holds its registered office on a leave and licence agreement. In Maharashtra such an agreement is compulsorily registrable under section 55 of the Maharashtra Rent Control Act 1999. A buyer's counsel will ask for it, so get it out of the drawer early.
Who reads your Articles before the transfer is quoted?
A Company Secretary reads your Articles and your shareholders agreement before we quote, not after, because a right of first refusal discovered late is what wrecks a signed deal. Our Pune office is at Yashwant Nagar, Near Bharatiya Samajseva, Yerwada, Pune 411006, and a seller who prefers to hand over the original certificate in person can do that there. Everything else in the transfer runs online. Work starts at ₹4,999 and takes 7 to 10 days from the moment signed documents reach us. A Pune expert calls you back within 30 minutes of your request. More than 15,000 businesses have used LegalX India.