Share Transfer

What is share transfer?
A share transfer is the process of transferring existing shares, its related rights and liabilities from one person to another.

A transfer of share can only be transferred for only existing shares and from existing shareholders. Though the transferee can be existing shareholder or not of
company.
 

What provisions cover the share transfer?

The provisions for share transfer are governed by section 56 of The Companies Act, 2013 and The Companies (Share Capital and Debentures) Rules, 2014.

What is share?

As per Companies Act, 2013 “share” means a share in the share capital of a company and includes stock. A share is an indivisible unit of capital, expressing the ownership relationship between the company and the shareholder. The denominated value of a share is its face value, and the total of the face value of issued shares represent the capital of a company, which may not reflect the market value of those shares.

What is the process to transfer shares?

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.

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. 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.

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. 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.

What documents are required to transfer the share?
The following documents will be required to give effect for transfer of shares:-

Original share certificate(s) of transferor
Self-attested copy of PAN card of Transferor(s) (i.e. sellers) and Transferee(s) (i.e. buyers) Pay appropriate stamp duty @0.25% on market value by way of franking or affix share transfer stamps.
Form SH-4 duly filled and signed.

What if documents are not completed for transfer of shares?
A company can refuse to transfer the shares in case the above documents are not furnished. Such intimation for refusal along with reason has to be intimated to transferor and transferee within thirty (30) days from the receipt of share transfer deed.

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.

What if transfer is not done as per provisions?
If a company fails to abide by law then the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.

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/-

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:—

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).
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.

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.

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.

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