If you hold physical shares and want to transfer them to another person, you will need to use Form SH-4, officially known as the Securities Transfer Form. This is the legally prescribed document under the Companies Act, 2013 for off-market transfer of physical shares. In this guide, we cover the share transfer form SH-4 format, how to fill it correctly, stamp duty requirements, and the complete submission process.
Table of Contents
What Is Form SH-4?
Form SH-4 is the Securities Transfer Form prescribed under Rule 11 of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013. It serves as the legal deed of transfer when physical shares are transferred from one person (the transferor) to another person (the transferee) through a private or off-market transaction.
Previously, under the Companies Act, 1956, a separate Share Transfer Deed was used. Form SH-4 replaced that deed and standardised the format across all companies registered in India.
When Is SH-4 Needed?
You need Form SH-4 in the following scenarios:
- Selling physical shares privately: When you sell physical share certificates to a buyer directly, not through a stock exchange
- Gifting shares: Transferring shares as a gift to a family member or any other person
- Transferring shares to a trust or HUF: Moving shares from an individual name to a trust or Hindu Undivided Family
- Settlement of disputes: Transferring shares as part of a legal settlement or family arrangement
- Merging holdings: Consolidating shares held in different names or folios
SH-4 Format & Fields Explained
The share transfer deed format under SH-4 contains specific fields that must be filled accurately. Here is a breakdown:
| Field | Description |
|---|---|
| Name of the Company | Full legal name and CIN of the company whose shares are being transferred |
| Description of Security | Type of security (Equity, Preference, Debenture) and face value |
| Number of Securities | Total number of shares being transferred (in words and figures) |
| Certificate Number(s) | Share certificate numbers as printed on the certificates |
| Distinctive Number(s) | From and To distinctive numbers of the shares |
| Folio Number | Folio number of the transferor as per company records |
| Consideration Amount | The amount paid for the transfer (or "Nil" for gift transfers) |
| Transferor Details | Name, address, PAN, and signature of the seller/transferor |
| Transferee Details | Name, address, PAN, email, phone, and signature of the buyer/transferee |
| Witness Details | Name, address, and signature of a witness to the transfer |
| Date of Execution | Date on which the transfer deed is signed by both parties |
How to Fill Form SH-4 Step by Step
- Download the form: Obtain the SH-4 form from the company's RTA website or the MCA website. Many RTAs also provide printable versions.
- Fill company details: Write the complete name of the company and its CIN (Corporate Identification Number). Ensure spelling matches exactly with company records.
- Enter security details: Specify the type (equity/preference), face value, number of shares, certificate numbers, and distinctive numbers. Cross-check these against your share certificate.
- Enter folio number: Write the folio number exactly as it appears in company records. If unsure, check your share certificate or contact the RTA.
- Fill consideration: Mention the amount paid for the shares. For gift transfers, write "Nil" or "Love and Affection."
- Transferor section: The seller fills their name, address, and PAN exactly as they appear in the company's shareholder register, then signs.
- Transferee section: The buyer fills their name, address, PAN, email, and phone number, then signs.
- Witness section: A witness signs the form with their name and address. The witness should be a person not party to the transfer.
- Affix stamp duty: Purchase share transfer stamps of the required value and affix them on the SH-4. The transferor cancels the stamps with their signature and date.
- Date the form: Write the date of execution. This must be before or on the date of submission to the company.
Stamp Duty Requirements
Stamp duty on share transfer Form SH-4 is governed by the Indian Stamp Act, 1899. The current rate is:
Key points about stamp duty on SH-4:
- Share transfer stamps must be affixed on the SH-4 form itself
- The transferor must cancel the stamps by signing across them with the date
- Using general revenue stamps instead of share transfer stamps may lead to rejection
- For gift transfers, stamp duty is calculated on the market value of shares
- The SH-4 must be stamped before or on the date of execution
For a detailed breakdown, see our guide on stamp duty on share transfer.
Documents to Attach with SH-4
- Original share certificate(s) being transferred
- PAN card copies (self-attested) of both transferor and transferee
- Address proof of the transferee (Aadhaar, passport, or utility bill)
- Cancelled cheque or bank details of the transferee for dividend payments
- NOC from the company (if required — some companies mandate this for large transfers)
- Board resolution (if transferor or transferee is a company/LLP)
Where to Submit Form SH-4
The completed SH-4 form along with documents should be submitted to the company's Registrar and Transfer Agent (RTA). Major RTAs in India include:
- KFin Technologies (formerly Karvy) — kfintech.com
- Link Intime India — linkintime.co.in
- Bigshare Services — bigshareonline.com
- Alankit Assignments — alankit.com
You can also submit directly to the company's registered office, but routing through the RTA is faster and more reliable.
Common Mistakes to Avoid
- Name mismatch: The transferor's name on SH-4 must exactly match the name in the company's register. Even a minor variation (e.g., "Raj Kumar" vs "Rajkumar") can cause rejection.
- Wrong distinctive numbers: Entering incorrect distinctive numbers or certificate numbers will lead to the transfer being refused.
- Insufficient stamp duty: Underpayment of stamp duty or using the wrong type of stamps is a common reason for rejection.
- Missing witness signature: The SH-4 requires a witness — forgetting this makes the form incomplete.
- Submitting after the share transfer stamp date: The date on the SH-4 must not be later than the date of cancellation of stamps.
- Not attaching original certificates: Photocopies of share certificates are not accepted — originals must be submitted.
SH-4 vs Transmission Form
Many investors confuse share transfer with share transmission. Here is the difference:
| Parameter | Transfer (SH-4) | Transmission |
|---|---|---|
| Nature | Voluntary act between parties | Operation of law (death, insolvency) |
| Form required | Form SH-4 | Transmission request letter |
| Consideration | Payment involved (or gift) | No payment — transfer by law |
| Stamp duty | Required | Not required |
| Key documents | SH-4, share certificates, PAN | Death certificate, succession certificate, legal heir proof |
| Initiated by | Transferor and transferee jointly | Legal heir or nominee |
For more details, see our guide on transfer vs transmission of shares.
Role of RTA in Processing SH-4
The Registrar and Transfer Agent (RTA) plays a central role in processing share transfers. After receiving the SH-4:
- The RTA verifies the form, signatures, stamp duty, and supporting documents
- Cross-checks the transferor's details against the company's register of members
- Checks for any stop transfer orders, liens, or restrictions on the shares
- If everything is in order, the RTA recommends the transfer to the company's Board
- After Board approval, the RTA updates the register and issues a new share certificate in the transferee's name
Processing Timeline
| Stage | Duration |
|---|---|
| Receipt and acknowledgement by RTA | 1-3 days |
| Verification and scrutiny | 7-15 days |
| Board approval (if required) | Up to next Board meeting |
| New certificate issuance | 7-15 days after approval |
| Total estimated time | 15-45 days |
Physical share transfers can be complex and time-consuming. If you are planning to sell your physical shares, consider converting them to demat first for a smoother process.
Related resources: Learn how to sell physical shares and explore our physical shares to demat conversion service.
Need Help with Share Transfer?
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