Share Transfer Agreement Template and How to Draft One (2026)

What is a share transfer agreement, and when do you need one? A share transfer agreement records the sale or transfer of shares in a company from an existing shareholder (the transferor) to a buyer or recipient (the transferee). It sets the price, the number and class of shares, the warranties the seller gives, and the steps to complete the transfer. In India it works alongside a statutory form, Form SH-4, which is the instrument of transfer the company needs to register the new owner. You need a share transfer agreement whenever shares change hands: a founder selling a stake, an investor exiting, shares moving between family members or group companies, or a buyer acquiring a shareholding. For small transfers, the Form SH-4 and a board resolution may be enough; for anything with real value or warranties, a full agreement protects both sides. This article is general guidance, not legal advice. Company law, stamp duty and tax rules vary and change, so have a qualified professional review any transfer before you rely on it. ## Share transfer agreement template Copy the block below and fill the bracketed fields. ```

SHARE TRANSFER AGREEMENT This Share Transfer Agreement ("Agreement") is made on [DATE] BETWEEN: [TRANSFEROR NAME], [address] ("Transferor") AND [TRANSFEREE NAME], [address] ("Transferee") BACKGROUND A. [COMPANY NAME], [CIN], is a company incorporated under the Companies Act. B. The Transferor holds [N] [equity] shares of face value [CURRENCY/AMOUNT] each (the "Sale Shares"). C. The Transferor wishes to transfer, and the Transferee to acquire, the Sale Shares on the terms below. 1. TRANSFER AND CONSIDERATION The Transferor transfers the Sale Shares to the Transferee for a total consideration of [CURRENCY/AMOUNT] ([per-share price]). 2. COMPLETION On completion, the Transferor will deliver: (a) a duly executed and stamped Form SH-4; (b) the original share certificate(s); and (c) any consents required. The Transferee will pay the consideration. The company will then register the transfer and issue a new share certificate. 3. CONDITIONS Completion is subject to: [board approval of the transfer; any pre-emption rights being waived or followed; any regulatory approval]. 4. TITLE AND WARRANTIES The Transferor warrants that it owns the Sale Shares free of any charge, lien or third-party right, that the shares are fully paid, and that it has the right to transfer them. 5. PRE-EMPTION AND CONSENTS The parties confirm that any pre-emption rights or transfer restrictions in the articles or any shareholders' agreement have been complied with or waived. 6. STAMP DUTY AND TAXES The Transferee is responsible for stamp duty on the transfer unless agreed otherwise. Each party bears its own income tax or capital gains tax arising from the transfer. 7. INDEMNITY The Transferor indemnifies the Transferee for loss arising from any breach of the warranties in clause 4. 8. FURTHER ASSURANCE Each party will do what is reasonably needed to give effect to the transfer, including signing documents and giving the company what it requires. 9. GOVERNING LAW AND DISPUTES This Agreement is governed by the laws of India, with disputes subject to [courts / arbitration seat]. Signed for the Transferor: __________ Signed for the Transferee: __________ Name / date Name / date

- **Completion and Form SH-4 (clause 2).** The Form SH-4 is the statutory instrument of transfer under the Companies Act, 2013. Under Section 56, the executed and stamped SH-4, with the share certificate, must be delivered to the company, which then registers the transfer; a common working deadline is within 60 days of execution of the transfer deed. <!-- [VERIFY: confirm current Section 56 / Rule 11 delivery timeline before relying] -->
- **Conditions (clause 3).** Board approval is usually needed. If the company's articles or a shareholders' agreement contain pre-emption rights (existing shareholders get first refusal), those must be followed or waived before the transfer.
- **Warranties (clause 4).** The seller should confirm clean title, fully paid shares, and the right to transfer. A buyer paying real money should insist on these.
- **Stamp duty and taxes (clause 6).** Stamp duty on the transfer of shares is governed by the Indian Stamp Act. For transfers on a delivery basis the commonly cited rate since 1 July 2020 is 0.015% of the consideration, though some sources still apply the older 0.25% to certain physical off-market transfers, so confirm the current rate for your situation. Capital gains tax may also apply to the seller. <!-- [VERIFY: 0.015% vs 0.25% for physical SH-4 off-market transfer; confirm against current Indian Stamp Act Article 62 / notification] -->
- **Dematerialisation note.** Many private companies are now required to hold and transfer shares in dematerialised (demat) form rather than physical certificates. Check whether your company is covered and, if so, use the demat transfer process instead of a physical SH-4. <!-- [VERIFY: Rule 9B demat requirement scope and effective date for private companies] --> ## Common mistakes to avoid - A mismatch between the price in the agreement and the price on the Form SH-4, which affects stamp duty.
- Under-stamping the SH-4, which can make the instrument inadmissible and hold up registration.
- Ignoring pre-emption rights or transfer restrictions in the articles or shareholders' agreement, which can invalidate the transfer.
- Missing the delivery window for the SH-4 to the company.
- Forgetting that many private companies must now transfer in demat form, not physical certificates.
- Skipping warranties, so the buyer has no recourse if the title turns out to be defective. ## A note on jurisdiction This template is written for Indian private companies, using Form SH-4, the Companies Act, 2013 and the Indian Stamp Act. The specific form, the stamp-duty rate, the registration steps, and the dematerialisation requirement are India-specific and change from time to time, so confirm the current position before you complete a transfer. Listed-company shares, shares held in demat form, and transfers involving non-residents (which can engage FEMA and RBI rules) follow different and stricter procedures. For companies incorporated elsewhere, the mechanics are entirely different. Always check the current company-law and stamp rules and take advice for anything beyond a simple transfer. Last verified October 2026. ## Where a contract workspace helps A template gives you a solid share transfer agreement. The surrounding work is what takes time: keeping the agreement, the Form SH-4 and the board resolution consistent, checking the warranties and conditions before you sign, tracking the delivery and registration steps, and keeping versions straight across a transaction with several documents. Drafting, reviewing and tracking a share transfer can also run from one AI workspace tuned to how your company contracts. It can draft from your share-transfer template, link the clauses so the price and share details stay consistent across documents, flag compliance items such as stamp duty and filings, and keep the delivery and registration dates in view. [Adira](https://adiralaw.com) is one tool that follows this single-workspace approach. The template alone is enough to prepare a fair share transfer; a workspace simply makes drafting, review and tracking one connected job instead of several scattered ones.