Share Transfer (ROC)
A private company's shares don't transfer with a handshake — the AOA's restrictions, stamp duty and the register of members all need to align.
Transferring shares in a private limited company requires an instrument of transfer in Form SH-4, executed by both transferor and transferee, along with the applicable stamp duty and board approval, since private company Articles typically restrict free transferability. Once approved, the company updates its register of members within the prescribed timeline; the transfer itself isn't a separate ROC filing but flows through into the company's next annual return.
What's included
The full mechanics of a compliant share transfer.
- Reviewing AOA restrictions and right-of-first-refusal clauses
- Preparing Form SH-4 (instrument of transfer)
- Calculating and affixing the applicable stamp duty
- Board resolution approving the transfer
- Updating the register of members
- Issuing updated share certificates to the transferee
What we check before a transfer
Where private company transfers commonly run into issues.
AOA Restrictions
Most private companies restrict share transfers; existing shareholders may have a right of first refusal.
Board Approval
The board typically needs to approve the transfer before it's registered.
Stamp Duty
Transfer instruments attract stamp duty, calculated on the consideration or market value, whichever applies.
Our process
From initial consultation to completion.
Check AOA Restrictions
Confirm whether existing shareholders have first-refusal rights.
Execute Form SH-4
Prepare and sign the instrument of transfer with the correct stamp duty.
Obtain Board Approval
Get the transfer approved and registered by the board.
Update Records
Amend the register of members and issue updated share certificates.
Why this shouldn't be handled informally
What sets our approach apart.
Unregistered transfers aren't valid
A share transfer only takes legal effect once it's registered in the company's records, not merely agreed between parties.
AOA clauses can block a transfer
Ignoring a right-of-first-refusal or board approval requirement can make the transfer challengeable later.
Affects the next annual return
Share transfers need to be accurately reflected before the company's next MGT-7/7A filing.
Share Transfer (ROC) questions answered
What people ask before engaging us.
Transferring shares in a private company?
We'll handle the documentation, stamp duty and board approval.
