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Board resolution for share transfer approval

A board resolution for share transfer records the board approving registration of a transfer of shares lodged with the company in form SH-4 under section 56 of the Companies Act 2013, and directs the register of members to be updated and the share certificate endorsed. In a private company the board also confirms the transfer respects the restrictions in the articles.

certified true copy formatWord + PDF · frees.56

Last updated: 27 August 2026

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OnCompliance drafts this resolution on the company’s letterhead, details filled from the client’s record, records it in the minutes, and files it in the client’s folder — with the notice, minutes and 21 other board documents made the same way.

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CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] (CIN: [CIN]) HELD ON [MEETING DATE] AT [VENUE]

RESOLVED THAT the transfer of [NO. AND CLASS OF SHARES] of the company from [TRANSFEROR] to [TRANSFEREE], lodged with the company in form SH-4 duly stamped and executed together with the relative share certificate, be and is hereby approved and registered.

FURTHER RESOLVED THAT the register of members be amended accordingly, the share certificate be endorsed in favour of the transferee, and [NAME], [DESIGNATION], be and is hereby authorised to do all acts necessary to give effect to this resolution.

Certified true copy
For [COMPANY NAME]


[NAME]
[DESIGNATION] · DIN: [DIN]
Date: ______________ · Place: ______________

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When is this resolution passed?

Pass it after a duly stamped and executed SH-4 with the share certificate is lodged; the company must register the transfer and deliver the endorsed certificate within the section 56 timelines.

Legal basis: s.56, Companies Act 2013

Related resolutionsIssue / allotment of shares →Investment in shares of another company →Reduction of share capital (initiation) →Duplicate share certificate →Interim dividend →All 42 purposes →Step-by-step: Share Transfer →

Common questions

What must accompany a share transfer for board approval?

Form SH-4, duly stamped, dated and executed by transferor and transferee, together with the share certificate (or letter of allotment), lodged within 60 days of execution.

How soon must the company act on a lodged transfer?

Section 56 requires the company to register and deliver the endorsed certificate within one month of receipt of the instrument, unless it lawfully refuses.

Can a private company refuse a transfer?

Yes, in line with the restrictions in its articles; a refusal must follow the process and timelines in section 58.

Can OnCompliance draft this for me?

Yes. OnCompliance drafts the resolution on the company’s letterhead with the details filled from the client’s record, records it in the minutes, and files it in the client’s folder, alongside the notice of the meeting and every other board document.