Form SH-4 · Form PAS-3

Private Limited Company Share Transfer & Allotment

Tax Care Hub manages the Private Limited company share transfer procedure and fresh allotments: board approvals, transfer forms, and register updates.

  • Documentation that holds up under future due diligence
  • Board approval and register updates handled together
  • Allotment filings made where new shares are issued

Last updated: September 2026

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Form SH-4 preparedSigned by transferor and transferee
Board approval recordedResolution passed before the transfer
Register updatedRegister of members kept current
Allotments filedForm PAS-3 for fresh share issues

An improperly documented share transfer can complicate a future funding round or exit, since investors and buyers check the register of members and supporting paperwork closely. The Private Limited company share transfer procedure involves board approval, a signed transfer form, and a register update, while a fresh allotment of shares needs its own ROC filing. Tax Care Hub prepares the documents so ownership changes hold up under scrutiny later.

This page explains the transfer procedure, what the share transfer form for a Pvt Ltd company involves, and when a fresh allotment needs separate filing. If you already know what you need, you can book a free consultation directly.

Quick answer

The Private Limited company share transfer procedure requires a completed Form SH-4, board approval, and an updated register of members. A fresh allotment of new shares is a separate process requiring a Form PAS-3 filing with the ROC. Tax Care Hub manages both so ownership changes are properly documented.

How it works

What Is the Private Limited Company Share Transfer Procedure?

01

Check the articles

We confirm any pre-emption rights or restrictions on transfer in the company's articles.

02

Prepare Form SH-4

The instrument of transfer is prepared and signed by the transferor and transferee.

03

Pay stamp duty

Stamp duty is paid on the transfer value as applicable in your state.

04

Board approval

The board passes a resolution approving the transfer.

05

Update the register

The register of members is updated and share certificates issued or endorsed.

A separate process

When Does a Fresh Share Allotment Need ROC Filing?

A fresh allotment of new shares, unlike a transfer between existing shareholders, requires filing Form PAS-3 with the ROC within the prescribed time from allotment.

Documents for a transfer

The share transfer form for Pvt Ltd company transactions, Form SH-4, is at the centre of this list.

  • Signed Form SH-4
  • Original share certificate
  • Board resolution approving the transfer

Documents for an allotment

  • Board and shareholder approval for the new shares
  • List of allottees and shares allotted
  • Form PAS-3 filed with the ROC
Questions, answered

Frequently Asked Questions

What is the Private Limited company share transfer procedure?+

The transferor and transferee execute Form SH-4 with stamp duty paid, the board approves the transfer in a resolution, and the company updates its register of members and issues or endorses share certificates.

Can a Private Limited company share transfer happen without board approval?+

No. A Private Limited company's articles typically restrict share transfers, so board approval is required before a transfer is recorded in the register of members.

What is the Private Limited company share transfer form?+

Form SH-4 is the standard instrument of transfer, required for both partly and fully paid-up shares, along with the original share certificate.

Where do I get the share transfer form for a Pvt Ltd company?+

Form SH-4 is a prescribed form under the Companies Act, which we prepare, get signed by the transferor and transferee, and process along with the board resolution and register update.

Is ROC filing required for a share transfer?+

A pure share transfer between existing shareholders does not require an ROC filing, but a fresh allotment of new shares does require filing Form PAS-3 with the ROC within the prescribed time.

What does limited company share transfer cost?+

It depends on stamp duty on the transfer value and our professional fee for documentation and register updates. We quote a fixed fee once we know the transaction details.

Conclusion

Conclusion: Document Every Ownership Change

Whether shares are changing hands between existing shareholders or new shares are being issued, the paperwork matters as much as the decision itself. Get board approval on record, complete the transfer form correctly, and file allotments with the ROC on time. Tax Care Hub handles both processes.

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