For sale of shares of a private limited company, what is process cost and time for demat of shares
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Quick Summary
02 November 2025
For sale of shares of a private limited company, what is the process
What are fees cost and time involved typically
Thanks in advance
What are fees cost and time involved typically
Thanks in advance
02 November 2025
To sell shares of a private limited company in India, the standard process involves several compliance, documentation, and approval steps. The fees, costs, and timelines vary by circumstances, but the general procedure and typical values are summarized below.
Share Sale Process
Review the Articles of Association (AOA) to identify restrictions on share transfers and, if present, address them first.
Notify the company (typically via the Board of Directors) and existing shareholders of the intent to sell and offer shares to them first (Right of First Refusal applies).
Have the shares valued, commonly by a Chartered Accountant or a registered valuer for pricing and compliance purposes.
Execute a Share Transfer Deed (in prescribed Form SH-4) signed by both transferor and transferee, with witness details included.
Pay applicable stamp duty based on the state's regulations and transaction value.
Submit the share transfer deed along with the original share certificate to the company.
The company’s Board processes and approves the transfer at its meeting; new share certificates are issued upon successful transfer.
Share Sale Process
Review the Articles of Association (AOA) to identify restrictions on share transfers and, if present, address them first.
Notify the company (typically via the Board of Directors) and existing shareholders of the intent to sell and offer shares to them first (Right of First Refusal applies).
Have the shares valued, commonly by a Chartered Accountant or a registered valuer for pricing and compliance purposes.
Execute a Share Transfer Deed (in prescribed Form SH-4) signed by both transferor and transferee, with witness details included.
Pay applicable stamp duty based on the state's regulations and transaction value.
Submit the share transfer deed along with the original share certificate to the company.
The company’s Board processes and approves the transfer at its meeting; new share certificates are issued upon successful transfer.
02 November 2025
Fees & Costs
Stamp duty is required for the share transfer deed; fees depend on the state in which the company is registered and the value of the transaction, usually ranging from 0.25% to 0.5% of the share value.
Professional valuation fees (if needed): Typically ₹5,000 to ₹25,000 depending on the size and complexity of the company.
Legal or consultant fees: Costs for lawyers or company secretarial assistance often range between ₹10,000 and ₹50,000 for routine transfers, but higher if complex agreements or disputes are involved.
Other compliance or government filing charges are generally minimal for regular intra-company transfers but may arise if reporting to the Registrar of Companies is required.
Stamp duty is required for the share transfer deed; fees depend on the state in which the company is registered and the value of the transaction, usually ranging from 0.25% to 0.5% of the share value.
Professional valuation fees (if needed): Typically ₹5,000 to ₹25,000 depending on the size and complexity of the company.
Legal or consultant fees: Costs for lawyers or company secretarial assistance often range between ₹10,000 and ₹50,000 for routine transfers, but higher if complex agreements or disputes are involved.
Other compliance or government filing charges are generally minimal for regular intra-company transfers but may arise if reporting to the Registrar of Companies is required.
02 November 2025
Timeline
The entire process, from execution of transfer deed to registration and issuance of new certificates, is typically completed within 60-90 days:
Execution and submission of transfer deed: within 60 days from signing.
Board registration and issue of new share certificate: within one month (30 days) from submission to company.
If the company refuses registration, they must notify the parties within 30 days, and an appeal process follows if needed.
The entire process, from execution of transfer deed to registration and issuance of new certificates, is typically completed within 60-90 days:
Execution and submission of transfer deed: within 60 days from signing.
Board registration and issue of new share certificate: within one month (30 days) from submission to company.
If the company refuses registration, they must notify the parties within 30 days, and an appeal process follows if needed.
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