Equity Governance Framework · EquityOps Layer

Share Transfer

Transfer of shares between existing shareholders, to a new investor, or as part of an exit - stamp duty, board approval and register updates handled so the transfer actually holds up.

Stamp duty is mandatory

Transfers must be stamped correctly (typically via Form SH-4) or the transfer is not legally valid.

Board approval required

The board must approve and register the transfer - it's not effective on private agreement alone.

SHA restrictions may apply

Right of first refusal or tag-along clauses in your SHA may restrict who shares can be transferred to.

Register updated immediately

The Register of Members must reflect the transfer promptly - delays complicate later diligence.

What's Included

A transfer that's actually valid on record.

01
SHA restriction check

We verify the transfer doesn't breach right of first refusal or other shareholder agreement clauses.

02
Form SH-4 execution

Share transfer form prepared, stamped, and executed by both parties.

03
Board resolution & approval

Board approves and registers the transfer at a duly convened meeting.

04
Register & cap table update

Register of Members and your digital cap table both updated to reflect the new holding.

Where This Fits in the Equity Governance Framework

Part of Layer 2 - EquityOps, for both setup tracks.

Track 1
New Company Setup

Founding shareholder transfers (e.g. a co-founder exit early) need the same rigor as any other transfer - we build the process in from the start.

Start your setup →
Track 2
Existing Company Setup

Investor entry, secondary sale, or founder exit? We process the transfer and reconcile your existing cap table simultaneously.

Run your diagnostic →
How We Support You

A transfer your cap table can trust.

SHA-checked before execution

We verify right-of-first-refusal and tag-along obligations before any documentation is signed.

Cap table updated same-day

Your digital cap table reflects the new holding immediately, not at the next quarterly reconciliation.

Diligence-ready documentation

Every transfer is documented in a way that holds up under future investor or acquirer scrutiny.

Common questions

Is a private agreement between shareholders enough to transfer shares?

No - a valid transfer requires Form SH-4 execution, correct stamping, and board approval to be legally effective.

Can the board refuse to register a transfer?

In some cases yes, particularly if the company's articles grant the board discretion or the transfer breaches SHA restrictions.

How is stamp duty calculated on a share transfer?

Stamp duty is generally calculated on the consideration or market value, at rates that vary by state - we calculate this before the transfer is executed.

Get your share transfer processed correctly.

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