Procedure for Transfer of Shares as per Companies Act, 2013

Main Provisions related to
Transfer of Shares
1.   Instrument for Transfer of Share is compulsory: Section 56 provides that
a company shall not register a transfer of shares of, the company, unless a
proper transfer deed in Form SH.4 as given in Rule 11 of Companies (Share
Capital & Debentures) Rules 2014 duly stamped and executed by or on behalf
of the transferor and by or on behalf of the transferee and specifying the
name, address and occupation, if any, of the transferee, has been delivered to
the company, along with the certificate relating to the shares, or if no such
certificate is in existence, along with the letter of allotment of the shares.
You may download soft copy of Form No. SH.4 from the link given below:

2.   Time Period for deposit
of Instrument for Transfer: 
An instrument of transfer of shares i.e. Form
SH.4 with the date of its execution specified thereon shall be delivered to the
company within sixty (60) days from the date of such execution by or on behalf
of the transferor and by or on behalf of the transferee.
3.  Value of share transfer
stamps to be affixed on the transfer deed
: Stamp duty for
transfer of shares is 25 paise for every Rs. 100 or part thereof of the value
of shares as per Notification No. SO 130(E), dated 28-01-2004 issued by the Ministry
of Finance, Department of Revenue, New Delhi.
4.  Time limit for issue of
certificate on transfer (Section-56(4)):
 Every company, unless prohibited by any
provision of law or of any order of any Court, Tribunal or other authority,
shall, within One month deliver, the certificates of all shares transferred
after the application for the registration of the transfer of any such shares,
debentures or debenture stock received.
5.  Private company shall
restrict right to transfer its shares: 
Entire shareholding of a
private company may be owned by a family or other private group. Section
2(58)(i) of the Companies Act, 2013 provides that the Articles of private
company shall restrict the right to transfer the company’s shares.
6. Restriction on transfer
in Private Company not applicable in certain cases
:Restriction upon
transfer of shares is in private company are not applicable in the following
cases:—
(i) on the right of a
member to transfer his/her shares cannot be applicable in a case where the
shares are to be transferred to his/her representative(s).
(ii) in the event of
death of a shareholder, legal representatives may require the registration of
share in the names of heirs, on whom the shares have been devolved.
Note: Restriction should
not be in the form of prohibition and Restriction can only be by the Articles
of Association.
1.   Time Limit for Refusal
of registration of Transfer: 
Provisions related to Refusal of registration
and appeal against refusal is given in Section 58 of the Companies Act, 2013.
Power of refusal to register transfer of shares is to be exercised by the
company within thirty (30) days from the date on which the instrument of
transfer or the intimation of transfer, as the case may be is delivered to the
company.
2.  Time Limit for appeal
against refusal to register Transfer by Private Company
: As per section 58(3),
a transferee of shares may appeal to the Tribunal against the refusal within a
period of thirty (30) days from the date of receipt of the notice from the
Company or in case no notice has been sent by the company, within a period of
sixty (60) days from the date on which the instrument of transfer or the
intimation of transmission, as the case may be, was delivered to the company.
3.   Time Limit for appeal
against refusal to register Transfer by Public Company
: As per section 58(4),
a transferee of shares may, within a period of sixty (60) days of such refusal
or where no intimation has been received from the company, within ninety (90)
days of the delivery of the instrument of transfer or intimation of
transmission, appeal to the Tribunal.
4.  Penalty for
Non-compliance: 
Where any default is made in complying with the provisions related
to transfer of shares, the company shall be punishable with fine which shall
not be less than Rs. 25,000/- but which may extend to Rs.
5,00,000/- and every officer of the company who is in default shall be
punishable with fine which shall not be less than Rs. 10,000/- but which
may extend to Rs. 1,00,000/-.
Basic Procedure for
Transfer of Share in a Private Company
·    Generally articles
contain the detailed provisions as regards the procedure for transfer of
shares. Usually following steps shall be followed by a private company to give
effect to the transfer of shares:—
·      Transferor should give a
notice in writing for his intention to transfer his share to the company.
·      The company in turn
should notify to other members as regards the availability of shares and the
price at which such share would be available to them.
·    Such price is generally
determined by the directors or the auditors of the company.
·    The company should also
intimate to the members, the time limit within which they should communicate
their option to purchase shares on transfer.
·      If none of the members
comes forward to purchase shares then the shares can be transferred to an
outsider and the company will have no option, other than to accept the
transfer.
·    Get the Share transfer
deed in form SH-4 duly executed both by the transferor and the transferee.
·    The transfer deed should
bear stamps according to the Indian Stamp Act and Stamp Duty Notification in
force in the State concerned. The present rate of transfer of shares is 25
Paise for every one hundred rupees of the value of shares or part thereof. Do
not forget to cancel the stamps affixed at the time or before signing of the
transfer deed.
·    The signatures of the
transferor and the transferee in the share transfer deed must be witnessed by a
person giving his signature, name and address.
·     Attach the relevant
share certificate or allotment letter with the share transfer deed and deliver
the same to the company. The share transfer deed should be deposited with the
company within sixty (60) days from the date of such execution by or on behalf
of the transferor and by or on behalf of the transferee.
·   After receipt of share
transfer deed, board shall consider the same. If the documentation for transfer
of share is in order, board shall register the transfer by passing a
resolution.
Basic Procedure for
Transfer of Share in a Public Company
·     Section 58(2) provides
that the shares or debentures and any interest therein of a public company
shall be freely  transferable. Usually following steps shall be followed
by a private company to give effect to the transfer of shares:—
·    Get the Share transfer
deed in form SH-4 duly executed both by the transferor and the transferee.
·    The transfer deed should
bear stamps according to the Indian Stamp Act and Stamp Duty Notification in
force in the State concerned.
·    Do not forget to cancel
the stamps affixed at the time or before signing of the transfer deed.
·    The signatures of the
transferor and the transferee in the share transfer deed must be witnessed by a
person giving his signature, name and address.
·    Attach the relevant
share certificate or allotment letter with the share transfer deed and deliver
the same to the company. The share transfer deed should be deposited with the
company within sixty (60) days from the date of such execution by or on behalf
of the transferor and by or on behalf of the transferee.After receipt of share
transfer deed, board shall consider the same. If the documentation for transfer
of share is in order, board shall register the transfer by passing a resolution
RECOMMENDED READ  Section 149 of the Companies Act, 2013

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