SH-4

Form SH-4 is the instrument of transfer used to transfer shares or debentures between parties, under Section 56 of the Companies Act 2013 and Rule 11 of the Companies (Share Capital and Debentures) Rules 2014. It's executed by the transferor and transferee, stamped, and delivered to the company — the company then registers the transfer and updates its Register of Members.

Important distinction: SH-4 is not filed with the ROC. That's a common point of confusion with SH-7, which is an ROC e-form (used for alterations to share capital) — same letter prefix, completely different purpose and filing mechanics.

Timing mechanics: the instrument must be executed and delivered to the company within 60 days of the date of execution — let it lapse and you have to re-execute. Once received, the company must register the transfer (or refuse it, with reasons, typically citing an AoA-level restriction) within 30 days.

Stamp duty: post-2020 amendments centralised share-transfer stamp duty at 0.015% of consideration for physical transfers, collected via depositories/stock exchanges rather than state-by-state stamping.

Dematerialisation shift: recent MCA rules have extended mandatory dematerialisation of shares to a widening set of private companies. Where shares are held in demat form, the transfer happens through depository participants, not a physical SH-4 instrument at all — check whether the company still qualifies for the physical-transfer route before assuming SH-4 applies.

Common pitfalls: assuming SH-4 execution alone overrides AoA transfer restrictions — a right of first refusal or drag-along trigger in the shareholders' agreement doesn't go away because the transfer form is signed; and confusing SH-4 with SH-7 when talking to counsel or advisors, since both are frequently just called 'the SH form.' Record every transfer against your cap table so the Register of Members and the fully-diluted ownership view never drift apart.