Transfer of shares of a pvt co.

This query is : Resolved 

30 December 2012 Is there any specific rule that the Share Transfer form i.e Form 7B is to be presented to the concerned ROC only i.e where the company is registered for the purpose of stamping or endorsing thereon the date of such presentation?
If Form 7B to transfer the shares of a pvt ltd co registered in Uttar Pradesh is presented to ROC Delhi where the transferor or transferee resides to get it stamped and dated and the shares transferred on the basis of this transfer deed whether this transfer shall be deemed as invalid. Kindly guide me on the issue.


05 January 2013 Form No 7 B is to be stamped at the valuation of the consideration arrived at and thereafter after filling up the form the same is to be lodged with the company. You should keep proof of despatch of the share certificate and form No 7B.

05 January 2013 My question is where Form 7B be stamped? can it be stamped at any ROC office or only at where the company is registered?

02 August 2025 Great question! Here's the clarification about **stamping Form 7B (Share Transfer Deed) for a private company:**

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### Where should Form 7B be stamped?

* **Stamping of Form 7B (Share Transfer Deed) is governed by the Stamp Act of the respective State.**

* The **stamp duty is paid on the transfer deed** according to the **state where the property (in this case, shares) is located** or as per the rules of the state stamp act.

* Generally, the **stamp duty is paid in the state where the company is registered** because the shares belong to that company, and the transfer relates to that company.

* It is **not necessary** to get the Form 7B stamped at the ROC office โ€” ROC is *not* the authority for stamping. Stamp duty is paid at the **Stamp Office/Stamp Vendor** authorized in the relevant state.

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### Regarding ROC offices and stamping:

* The **ROC office is not responsible for stamping** or endorsing the date of presentation of the Form 7B.

* **ROC accepts only properly stamped and executed share transfer deeds** along with other documents for updating the Register of Members.

* So, if you get the share transfer deed stamped **in the state where the company is registered** (e.g., Uttar Pradesh in your example), it is valid.

* Stamping the Form 7B in **another state (e.g., Delhi) is generally not valid**, because stamp duty is levied as per the state law where the shares/company is registered.

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### Summary:

| Question | Answer |
| ----------------------------------------------- | ---------------------------------------------------------------------------------------------------------- |
| Can Form 7B be stamped at any ROC? | No, ROC does not do stamping. |
| Where to get Form 7B stamped? | Stamp duty is paid at the Stamp Office in the state where the company is registered (where shares belong). |
| Is transfer valid if Form 7B stamped elsewhere? | No, it may be deemed invalid if stamp duty is not paid in the correct state. |

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### Suggestion:

* Get the Form 7B stamped in **Uttar Pradesh** (if thatโ€™s where the company is registered).
* Then submit the stamped deed along with share certificates to the company for updating records.
* Keep proper proof of stamping and delivery.

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If you want, I can help you with a sample procedure or checklist for share transfer formalities! Would you like that?


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