Board Resolution: Approval of Share Transfer
Approve and register a transfer of shares at a board meeting after checking the transfer deed, stamp duty and the articles.
What it is
Shares of a company are transferred by a proper instrument of transfer in Form SH-4, executed by the transferor and transferee, under Section 56 of the Companies Act, 2013. A private company's articles restrict transfers, often through a right of first refusal for existing members, so the board checks that those conditions are met before registering the transfer. The resolution records the parties, shares, consideration, the date of the instrument and stamp duty paid.
When it is used
- A shareholder sells shares to another person.
- Transfer of shares by gift to a family member.
- Exit of a co-founder or investor.
What the template covers
- Company name, CIN and meeting details
- Transferor and transferee details and PAN
- Class and number of shares
- Consideration per share and total
- Date of SH-4 and stamp duty
- Right of first refusal compliance and registration
Details you will need
The generator asks for the following. Fields marked with an asterisk in the form are required; the rest can be left blank and filled in later in Word.
Company
Company Name; CIN; Registered Office
Meeting
Board Meeting Date; Place
Transferor
Transferor Name; Transferor PAN; Folio / DP ID
Transferee
Transferee Name; Transferee PAN; Transferee Address
Shares
Share Class; Number of Shares Transferred; Face Value per Share (₹); Transfer Consideration per Share (₹); Total Consideration (₹); Date of Instrument of Transfer (SH-4)
Compliance
Stamp Duty Paid?; Pre-emption / Right of First Refusal complied with?
Authentication
Chairman Name; Chairman DIN
Stamp duty, registration and filing
The instrument of transfer must be delivered to the company within 60 days of execution. Stamp duty on transfer of shares is payable at the rate notified under the Indian Stamp Act, 1899 (0.015% of consideration for physical shares). Private companies other than small companies must issue and transfer securities in demat form under Rule 9B; check whether this applies to your company. Transfers involving non-residents need FEMA pricing and Form FC-TRS.
Generate the BR — Approval of Share Transfer
Fill in the form and download the draft as a Word file. It is a general template, not legal or professional advice; have it reviewed for your facts before you sign or rely on it.
Need this checked against your facts, or the registration or filing that follows (e.g. the related MCA e-form)? Contact SKAG and Associates
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Frequently asked questions
What is the stamp duty on share transfer?
0.015% of the consideration on transfer of shares, under the Indian Stamp Act as amended from 1 July 2020.
Can a private company refuse to register a transfer?
It can refuse on grounds permitted by its articles, giving notice within the time in Section 58.
Is the transfer valid if shares are transferred below fair market value?
It can be valid under company law, but income-tax may tax the difference in the hands of the buyer and seller.
This page gives general information for reference only. Laws, stamp duty rates and filing requirements change and differ between States, so confirm the current position for your case. Related: all document templates · free tax calculators · compliance calendar and guides.