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.

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.

Important: Form SH-4 is required only for physical shares (paper certificates). If your shares are in demat form, transfers happen electronically through NSDL or CDSL and SH-4 is not needed. Consider converting your physical shares to demat for easier and safer transactions.

When Is SH-4 Needed?

You need Form SH-4 in the following scenarios:

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:

FieldDescription
Name of the CompanyFull legal name and CIN of the company whose shares are being transferred
Description of SecurityType of security (Equity, Preference, Debenture) and face value
Number of SecuritiesTotal 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 NumberFolio number of the transferor as per company records
Consideration AmountThe amount paid for the transfer (or "Nil" for gift transfers)
Transferor DetailsName, address, PAN, and signature of the seller/transferor
Transferee DetailsName, address, PAN, email, phone, and signature of the buyer/transferee
Witness DetailsName, address, and signature of a witness to the transfer
Date of ExecutionDate on which the transfer deed is signed by both parties

How to Fill Form SH-4 Step by Step

  1. Download the form: Obtain the SH-4 form from the company's RTA website or the MCA website. Many RTAs also provide printable versions.
  2. Fill company details: Write the complete name of the company and its CIN (Corporate Identification Number). Ensure spelling matches exactly with company records.
  3. 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.
  4. Enter folio number: Write the folio number exactly as it appears in company records. If unsure, check your share certificate or contact the RTA.
  5. Fill consideration: Mention the amount paid for the shares. For gift transfers, write "Nil" or "Love and Affection."
  6. Transferor section: The seller fills their name, address, and PAN exactly as they appear in the company's shareholder register, then signs.
  7. Transferee section: The buyer fills their name, address, PAN, email, and phone number, then signs.
  8. Witness section: A witness signs the form with their name and address. The witness should be a person not party to the transfer.
  9. 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.
  10. 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:

Stamp Duty Rate: 25 paise for every Rs. 100 of the consideration amount (or market value, whichever is higher). For example, transferring shares worth Rs. 1,00,000 requires share transfer stamps worth Rs. 250.

Key points about stamp duty on SH-4:

For a detailed breakdown, see our guide on stamp duty on share transfer.

Documents to Attach with SH-4

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:

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

  1. 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.
  2. Wrong distinctive numbers: Entering incorrect distinctive numbers or certificate numbers will lead to the transfer being refused.
  3. Insufficient stamp duty: Underpayment of stamp duty or using the wrong type of stamps is a common reason for rejection.
  4. Missing witness signature: The SH-4 requires a witness — forgetting this makes the form incomplete.
  5. Submitting after the share transfer stamp date: The date on the SH-4 must not be later than the date of cancellation of stamps.
  6. 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:

ParameterTransfer (SH-4)Transmission
NatureVoluntary act between partiesOperation of law (death, insolvency)
Form requiredForm SH-4Transmission request letter
ConsiderationPayment involved (or gift)No payment — transfer by law
Stamp dutyRequiredNot required
Key documentsSH-4, share certificates, PANDeath certificate, succession certificate, legal heir proof
Initiated byTransferor and transferee jointlyLegal 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:

  1. The RTA verifies the form, signatures, stamp duty, and supporting documents
  2. Cross-checks the transferor's details against the company's register of members
  3. Checks for any stop transfer orders, liens, or restrictions on the shares
  4. If everything is in order, the RTA recommends the transfer to the company's Board
  5. After Board approval, the RTA updates the register and issues a new share certificate in the transferee's name

Processing Timeline

StageDuration
Receipt and acknowledgement by RTA1-3 days
Verification and scrutiny7-15 days
Board approval (if required)Up to next Board meeting
New certificate issuance7-15 days after approval
Total estimated time15-45 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?

Our team of Company Secretaries can help you fill Form SH-4 correctly, arrange stamp duty, and ensure smooth transfer processing. Get expert assistance today.