Transfer of Shares
Transfer of Shares
At Cardiff Service, we understand that transfer and transmission of shares is a crucial aspect of corporate governance. Whether your company needs assistance in transferring shares between shareholders, or handling transmission of shares due to inheritance or unforeseen circumstances, our expert team ensures a smooth, compliant, and hassle-free process.
As a trusted legal and compliance partner, we specialize in handling end-to-end secretarial assignments, ensuring your company remains compliant with the Companies Act, 2013 and all applicable rules.
Why Choose Cardiff Service for Share Transfer?
Expertise & Experience
Our professionals bring years of expertise in legal and compliance matters, keeping up-to-date with the latest laws and regulations.
We ensure every share transfer or transmission is carried out in full compliance with the Companies Act, 2013.
Comprehensive Solutions
From documentation and verification to liaison with regulatory authorities, we provide end-to-end support.
Our seamless process saves you time and ensures a stress-free experience.
Tailored & Customized Approach
We recognize that each company and shareholder has unique needs.
Our solutions are personalized to match your requirements, whether for routine share transfers or transmission due to special circumstances.
Strict Compliance Assurance
Compliance is at the core of what we do.
Our meticulous approach minimizes risks, ensures accuracy, and helps you avoid legal complications or delays.
Features & Compliance for Transfer of Shares
Under Section 56 of the Companies Act, 2013 and the Companies (Share Capital and Debentures) Rules, 2014, transfer of shares in a company is governed by specific compliance requirements. Any company having share capital must ensure proper documentation and adherence to regulations when transferring shares between shareholders.
Key regulatory references:
SEBI Circular CIR/MIRSD/10/2013 (dated October 28, 2013)
NSDL/CDSL Bye Laws for transfer and transmission of shares
A company cannot register a transfer of partly paid shares unless a Form SH-5 notice is given to the transferee and the transferee has not objected within two weeks of receiving the notice.
Post-Compliance After Transfer of Shares
Every instrument of transfer, duly executed, must be delivered to the company within 60 days from execution.
In case of loss/non-delivery of the instrument, the company may register the transfer on such terms as deemed fit by the Board (including indemnity requirements).
Issue of Share Certificate or endorsement of existing certificates must be carried out.
Proper entry in the Register of Transfer should be recorded.
Maintenance of Register of Share Transfer by the Company
Every company is required to maintain a Register of Share Transfers from the date of its incorporation.
All details of transferred shares must be entered accurately.
The register is not open to public inspection but must be preserved permanently under the custody of the company secretary or an authorized officer of the board.
Register of Share Transfer Must Contain:
Transfer serial number
Date of lodgment of transfer deed
Total number of shares transferred
Consideration (if any)
Transferor’s name and folio number
Certificate number(s)
Distinctive numbers of shares
Transferee’s details: name, folio, address, occupation, father’s/husband’s name
Value of stamp duty paid
Date of board/committee resolution approving the transfer
Signature of the authorized person approving the transfer
Documents Required for the Transfer of Shares
When handling the transfer or transmission of shares, certain documents are mandatory to ensure a valid and compliant process. While requirements may vary based on jurisdiction and individual circumstances, below are the commonly required documents:
For Share Transfer
Share Transfer Deed
A legal document that records the transfer of shares from the transferor (existing shareholder) to the transferee (new shareholder).
It includes details such as names of both parties, number and class of shares, and the consideration (if any) for the transfer.
Share Certificate
The original share certificate issued to the shareholder must be provided.
It acts as evidence of ownership and must be endorsed or canceled upon completion of the transfer.
Letter of Request
A formal request from the transferor or transferee stating their intent to transfer shares.
It includes details of both parties, the number of shares, and any specific transfer instructions.
Board Resolution
If the transfer involves a company, the board of directors must pass a resolution authorizing the share transfer.
Identity & Address Proofs
Both transferor and transferee must submit valid identity and address proofs (passport, Aadhaar card, driver’s license, etc.).
Stamp Duty Payment
Applicable in most jurisdictions on the share transfer.
The duly stamped transfer deed must be submitted along with other documents.
Procedure for the Transmission of Shares
The following is the step-by-step process for the transmission of shares:
Step 1 – Notice of Intention
The transferor(s) and/or transferee(s) must give written notice to the company regarding their intention to transfer shares.
Once the notice is received, the company informs other members about the availability of shares and the price, as determined by the board of directors or auditors.
Step 2 – Drafting & Execution of Transfer Deed and Shareholders Agreement
A Transfer Deed (Form SH-4) must be executed as per Rule 11 of the Companies Act, 2013.
The agreement should clearly state the terms and conditions of the transfer.
Both transferor and transferee must sign the deed in the presence of a witness, who must also provide their name, address, and signature.
Step 3 – Payment of Stamp Duty on SH-4
Stamp duty is payable as per the Indian Stamp Act, 1899, generally at 0.015% on the market value or consideration amount (whichever is higher).
The transfer deed must be duly stamped and submitted along with a covering letter to the Additional Collector (Stamps) at the General Stamp Office.
A court fee of a few rupees is also payable.
The transferor is responsible for affixing and canceling the stamp before or at the time of execution.
Step 4 – Issue of Share Certificate (SH-1)
After submission of the transfer deed, the company must issue a new share certificate (Form SH-1) to the transferee within one month of receipt of the share transfer instrument.
If the original share certificate is lost, the shareholder must file an FIR and provide details of shareholding along with supporting documents. The company will then issue a duplicate certificate.
Step 5 – Submission of Documents to the Company
The duly stamped transfer deed and original share certificate must be lodged with the company.
If no share certificate exists, a letter of allotment must be submitted instead.
Step 6 – Board Meeting & Passing of Resolution
Once all documents are verified, the company’s board will convene a meeting to approve the transfer.
A Board Resolution is passed authorizing the transfer and updating the company’s statutory records.
Step 7 – Make Necessary Entry in the Register of Transfer
Once the transfer is approved, the company must update the Register of Members to reflect the change in ownership of shares.
Any alteration in the register must be promptly communicated to the company.
The register entries must be authenticated by the company secretary or by an authorized officer of the board with a valid signature.
Step 8 – Refusal or Acceptance of Transfer by the Board
Under Section 58 of the Companies Act, 2013, the board has the authority to either accept or reject the transfer of shares.
If the board decides to reject the transfer, a notice of refusal must be sent to the transferor/transferee within 30 days of receiving the transfer instrument, clearly stating the reasons.
If the transfer is accepted, the company must issue a Share Certificate within one month from the date of receipt of the transfer instrument and record the changes in the Register of Members.
Step 9– Reporting to ROC in Form MGT-7 through Annual Compliance
No immediate filing is required with the Registrar of Companies (ROC) at the time of transfer.
However, the transfer details must be reported in the company’s Annual Return (Form MGT-7/MGT-7A), which includes particulars of all share transfers of partly paid-up shares not held in demat form.
Companies can also attach supporting documents such as transfer deeds along with the shareholder list.
Frequently Asked Questions
A company name search ensures that your chosen business name is unique, legally compliant, and not already registered with Companies House UK. It helps you avoid legal disputes, trademark issues, and confusion in the Cardiff business market.
If your desired name is already registered, you’ll need to choose a different name or modify it. Using a taken name could result in rejection by Companies House or potential legal issues. Our experts can help you brainstorm alternative names that are compliant and market-ready.
It’s not advisable to use a name that’s too similar to another company, especially within the same industry. Similar names can confuse customers and risk trademark disputes. A company name search helps you identify these risks early.
For a company name search in Cardiff, you may need:
Proposed company name
Business entity type (Ltd, LLP, Partnership, etc.)
Jurisdiction (Cardiff / UK)
Owner or shareholder details (if applicable)
Business description
A “high probability” result means your proposed company name is likely to be available, but further checks are recommended. This is why our detailed Cardiff Company Name Search Report includes both identical and similar names for clarity.
Certain words are restricted under UK law (e.g., “bank,” “insurance,” “government”). If you want to use them, you’ll need special approval from regulatory bodies. We guide you through this process if your Cardiff business requires such terms