What is the stamp duty on share transfer (Form SH-4)?

W.e.f. 1 July 2020 — Finance Act 2019 centralised stamp duty on share transfer at 0.015% of value of shares transferred — uniform across India. For on-market trades — buyer + seller each pay 0.005% through stock exchange mechanism; for off-market / physical transfers — buyer pays full 0.015%.

Is RBI approval required for cross-border share purchase?

Only if sectoral cap exceeded or Government Route sector (defence > 74%, insurance > 74%, print media > 26%). For most sectors — automatic route applies under FEMA NDI Rules 2019; only post-closing reporting via FC-GPR (new issue — 30 days) or FC-TRS (transfer — 60 days) is required.

What is FC-TRS and when is it filed?

Foreign Currency Transfer of Shares — Form FC-TRS — to be filed with RBI within 60 days of transfer of shares between resident and non-resident (NDI Rules 2019 Rule 9). Required for both inward and outward transfers.

What is "earn-out" in an SPA?

An earn-out is a contingent payment mechanism where part of the consideration is deferred and tied to the target company's post-closing performance (EBITDA / revenue / net profit milestones) — typically 6-24 months post-closing. Earn-out formula must be precisely defined (GAAP/Ind-AS, working capital adjustments, accounting principles) to avoid disputes.

Is non-compete by Seller enforceable in a share purchase?

Only for a reasonable period — typically 1-3 years post-closing — u/s.27 Contract Act. Sale of goodwill exception permits longer non-compete but only where goodwill is separately identified and purchased. Percept D'Mark v. Zaheer Khan (2006 SC) — post-termination non-compete in service agreement unenforceable — but sale of business with non-compete is permissible.

What is the difference between SPA and SHA?

SPA governs a one-time share sale transaction (sale & purchase, R&W, indemnity, closing). SHA governs the ongoing relationship among shareholders of a company (board composition, transfer restrictions, deadlock, exit, dispute resolution). Both may co-exist — SPA is typically signed at acquisition; SHA post-acquisition.

Is CCI approval required for share purchase?

Yes — if the acquisition triggers "combination" thresholds under s.5 Competition Act 2002 — combined assets in India > ₹2,000 crore or combined turnover > ₹6,000 crore (subject to target exemption — Schedule I to CCI Combination Regulations 2024). CCI Form I filing within 30 days of trigger; Phase I review — 30 working days.

What is the effect of consideration below stamp duty value?

Section 50CA IT Act (Finance Act 2018 — w.e.f. 1 April 2019) — capital gains computed on stamp duty value of shares transferred if consideration is lower than stamp duty value. Seller pays capital gains on stamp duty value (deemed consideration), even if actual consideration received is lower.

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Share Purchase Agreement

File for share purchase agreement with confidence. I-Pro Solutions provides step-by-step guidance, document checklists, fee breakdown and online submission for.

Statutory basis: Companies Act 2013 — s.2(68) Pvt Ltd / s.2(71) Public Ltd / s.44 (transfer of shares — nature), s.56 (transfer / transmission — Form SH-4 — transfer instrument + delivery of share certificate + transfer deed), s.59 (rectification of register of members by NCLT), s.10A (issue of shares — restrictions), s.6 (Act overrides), s.10 (Articles bind), s.31 (alteration of Articles), s.2(76) "officer in default", s.129 financial statements.

Turnaround

7–14 Working Days

₹

Starts from

₹5,799

Money-back accuracy

Guaranteed

Total starting from

₹5,799

Professional + estimated government fee

Professional fee₹5,799 starts with

Government fee (est.)Stamp duty: 0.005% - 0.1%

Turnaround7–14 Working Days

Money-back accuracy. CA/CS specialist. Tracked client portal.

CONFIRMEDverified 25 Aug 2026

Dedicated specialist

CA-led, named point of contact

Tracked client portal

Real-time status, end-to-end

Money-back accuracy

Refile-free if our error

Flat-fee pricing

No hidden charges, ever

About this service

Share Purchase Agreement provides statutory compliance and legal protection under the governing regulatory frameworks in India. Our specialist CA/CS team handles document drafting, eligibility verification, and direct authority filings from initiation to final certification.

Eligibility & thresholds

Minimum

Valid identity & address proof of applicant
Active PAN & registered business premises
Authorized representative authorization

Maximum

Compliant under applicable regulatory laws
No pending statutory disqualifications
Valid across authorized operational jurisdictions

Statutory floor

Pre-filing statutory documentation verification
Official statutory fee schedule as per authority
Mandatory periodic compliance filings post-approval

What's included

Everything in one transparent fee — no add-ons, no surprises.

Investor-Centric AOA Drafting

If you plan to raise institutional funding, standard Articles of Association (AOA) will not suffice. Venture capitalists demand specific clauses regarding right of first refusal (ROFR), tag-along/drag-along rights, and anti-dilution provisions. Our elite corporate lawyers draft sophisticated AOAs that anticipate future funding rounds, preventing costly and time-consuming structural overhauls when you secure term sheets.

Complex Multi-Founder Structuring

Co-founder disputes are the leading cause of early-stage startup failure. We don't just register your company; we advise on optimal equity splits, director roles, and authorized capital distribution. We provide templates for Co-Founder Agreements and vesting schedules, ensuring that the foundational relationship between partners is legally documented and aligned for long-term stability.

Rapid SPICe+ Processing Engine

Time is of the essence for startups. We utilize an advanced compliance engine that preemptively validates all data entered into the SPICe+ (INC-32) form. By cross-referencing PAN databases, checking DIN eligibility, and formatting registered office proofs perfectly, we eliminate typographical errors that typically cause frustrating ROC resubmission delays, ensuring first-pass approval.

Strategic Authorized Capital Advisory

Determining your initial Authorized Share Capital is a delicate balance. Set it too low, and you'll immediately face high fees to increase it during your first seed round. Set it too high, and you pay unnecessary upfront government stamp duty. We analyze your 12-to-18-month funding roadmap to recommend the exact optimal capital structure that minimizes immediate costs while accommodating your immediate growth.

ESOP Implementation Framework

Attracting top-tier talent in the startup ecosystem often requires offering Employee Stock Ownership Plans. A Private Limited Company is the only structure that efficiently supports this. As part of our premium advisory, we structure your initial cap table to accommodate a future ESOP pool seamlessly, ensuring you are ready to incentivize your founding team.

Comprehensive Post-Incorporation Toolkit

Receiving the Certificate of Incorporation is just the starting line. Within the first 30 to 180 days, you must open a bank account, appoint a statutory auditor (ADT-1), and file the Commencement of Business (INC-20A). We provide a complete post-incorporation execution service, handling these mandatory compliance milestones so you can focus entirely on product development and sales.

Government Fee Breakdown

Government charges only — separate from I-Pro's professional fee. All figures verified as of 25 August 2026.

Fee Component	Amount (₹)	Basis / Authority
Share Purchase Agreement Statutory Fee	Stamp duty: 0.005% - 0.1%	Official government fee schedule (separate from professional fee)Statutory Authority
Total Government Fee	Stamp duty: 0.005% - 0.1%	(for default assumptions stated below)

Government charges only — separate from I-Pro's professional fee. Verified 25 August 2026.

Required documents

Each list identifies exactly what to provide — and what you do not need to submit. Use the accordions to expand.

›Identity Proof of Authorized Signatories — PAN card and Aadhaar / Passport of the authorized individuals signing the document.
›Commercial Term Sheet / Agreed Deal Particulars — Key commercial terms including consideration, tenure, milestones, and deliverables.
›Entity Incorporation & Authorization Proof — Certificate of Incorporation, LLP Agreement, or Board Resolution authorizing execution.

How it works

Each step is labelled with who performs it — Customer, I-Pro, or the Regulator. Form names are linked to the official portal.

1
Customer⏱ 1 - 3 Days
Step 1: **I-Pro / Advocate**
**I-Pro / Advocate**: Title diligence — verify Seller's title to shares (register of members, share certificates, encumbrances — CHG-1 / CHG-9 RoC search).
2
I-Pro⏱ 1 - 3 Days
Step 2: **I-Pro / CA / Advocate**
**I-Pro / CA / Advocate**: Business due diligence — financial, tax, legal, IP, employees, litigation.
3
I-Pro⏱ 1 - 3 Days
Step 3: **Advocate**
**Advocate**: Drafting Term Sheet (Term Sheets are not statutorily binding except for confidentiality, exclusivity, governing law — s.29 Contract Act for uncertainty).
4
I-Pro⏱ 1 - 3 Days
Step 4: **Advocate**
**Advocate**: Drafting SPA — parties, recitals, sale & purchase, CPs, closing mechanics, R&W, indemnities, non-compete, non-solicitation, termination, dispute resolution.
5
I-Pro⏱ 1 - 3 Days
Step 5: **CA / Registered Valuer**
**CA / Registered Valuer**: Valuation report (Rule 8 of Companies [Registration Offices and Fees] Rules 2014) + FEMA pricing guidelines (NDI Rules 2019 Rule 11 — for cross-border).
6
I-Pro⏱ 1 - 3 Days
Step 6: **Advocate**
**Advocate**: Competition Act s.5-6 review — CCI Form I pre-filing if thresholds crossed.
7
I-Pro⏱ 1 - 3 Days
Step 7: **I-Pro**
**I-Pro**: Stamp duty on SPA + stamp duty on Form SH-4 (0.015% of value — centralised post Finance Act 2019).
8
I-Pro⏱ 1 - 3 Days
Step 8: **Parties**
**Parties**: Execution — board-resolution-backed signatories + two witnesses; closing — exchange of Form SH-4 (stamped) + share certificates + consideration transfer + board resolution approving transfer; register of members update.
9
Regulator⏱ 1 - 3 Days
Step 9: **I-Pro**
**I-Pro**: Post-closing compliance — (a) RoC Form PAS-3 (only for new issue — not for transfer); (b) FC-GPR / FC-TRS (cross-border — RBI); (c) Income-tax s.50CA (capital gains at stamp duty value if consideration lower); s.56(2)(x) (issue of shares above fair value — different scenario); (d) Companies Act s.56 — Form SH-4 must reach Company within 60 days of execution (Companies [Prospectus and Allotment of Securities] Rules 2014 Rule 11[1][c]) — extended from 12 months (Companies Act, s.56[1][c] Proviso substituted by Companies [Amendment] Act 2017 w.e.f. 7 May 2018); (e) lock-in declaration if applicable; (f) CCI approval if Combination; (g) NCLT s.59 rectification if dispute.

Post-registration compliance

What to file next. I-Pro handles these as part of the annual compliance package.

Filing	Form	Deadline
Stamp Duty Adjudication & Stamping Penalty: Unstamped agreements inadmissible in evidence under Section 35 of Stamp Act	`At execution`	Pay appropriate stamp duty per State Stamp Act prior to or at execution
Electronic Signature Authentication Penalty: Loss of legal presumption of authenticity in commercial disputes	`At execution`	Class-3 DSC or Aadhaar e-Sign authentication under IT Act Section 10A
Mandatory Registration (where applicable) Penalty: Deed cannot affect immovable property or be received as evidence	`One-time`	Register with Sub-Registrar under Section 17 of Registration Act if immovable property >11m

Penalties for non-compliance

Statutory penalties under governing regulatory provisions. Avoid non-compliance delays.

Non-compliance	Provision	Penalty
Stamp Duty Adjudication & Stamping	At execution	Unstamped agreements inadmissible in evidence under Section 35 of Stamp Act
Electronic Signature Authentication	At execution	Loss of legal presumption of authenticity in commercial disputes
Mandatory Registration (where applicable)	One-time	Deed cannot affect immovable property or be received as evidence

Common mistakes to avoid

Avoidable filing errors that cause delays or rejection. Each can be resolved before submission.

1
Mismatched applicant legal name or identity details across KYC proofs
Why: Government verification APIs cross-check with UIDAI and MCA databases and automatically flag discrepancies in spelling or dates.
Fix: Our specialists pre-validate your documents against official government databases before portal filing.
2
Submitting outdated utility bills or non-notarized commercial leases
Why: Premises proofs older than 60 days or defective landlord NOCs trigger statutory scrutiny queries and multi-week processing delays.
Fix: We verify recent billing dates and provide pre-formatted, legally vetted landlord NOC and lease formats.
3
Selecting incorrect classification, turnover slab, or statutory activity code
Why: Applications filed under inappropriate classifications attract show-cause notices and potential rejection without statutory fee refund.
Fix: We conduct a statutory scope assessment to align your application with the exact regulatory requirements.

Frequently asked questions

Everything you need to know about this service.

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