A share transfer in Mumbai follows the same Companies Act rules as anywhere in India, and the stamp duty is the same 0.015% of the price in every state. What changes with geography is which state receives the duty, which for a demat transfer is decided by where the buyer lives, and where the paperwork sits: the transfer is registered by the company at its Mumbai registered office, not by ROC Mumbai-I.
Which state gets the stamp duty when shares change hands in Mumbai?
For a demat transfer, the buyer's state. The depository collects the duty from the seller and passes it to the state where the buyer lives (section 9A(4) of the Indian Stamp Act), so a buyer living in Mumbai means Maharashtra receives it. The seller bears it unless the parties agree otherwise (section 29).
So on a demat transfer the seller's home city does not decide it:
| Seller | Buyer | State that receives the duty |
|---|---|---|
| Lives in Andheri | Lives in Pune | Maharashtra |
| Lives in Chembur | Lives in Bengaluru | Karnataka |
| Lives in Ahmedabad | Lives in Bandra | Maharashtra |
The rate does not move with the state, and it is charged on the price written in the transfer, not on face value. Article 56A of the Indian Stamp Act sets 0.015% on a delivery-based transfer everywhere, and Maharashtra cannot add its own duty on top. Physical shares work differently. Section 9B makes the seller liable on the price in the SH-4 but contains no buyer's-state rule, and section 17 requires the deed to be stamped before or at signing, so confirm how it will be stamped before anyone signs in Mumbai.
Does a share transfer in Mumbai need a filing with ROC Mumbai-I?
The transfer itself is registered by the company, not by the Registrar. Section 56 makes the company responsible for registering a transfer on a proper instrument, and section 58 gives the company, not the ROC, the power to refuse.
The ROC sees the change later. The annual return lists members and changes since the previous year end (section 92(1)(d)), and it is filed with the Registrar within 60 days of the AGM (section 92(4)). For a registered office in Mumbai City or Mumbai Suburban, that Registrar is ROC Mumbai-I; since 16 February 2026, companies in Thane, Palghar and Raigad, including Navi Mumbai, deal with ROC Mumbai-II. Ofin's annual compliance in Mumbai service carries the change through.
Where does a Mumbai company keep its register of members?
At its registered office in Mumbai, under section 94. The register of members, and copies of annual returns, can be kept at another place in India only if more than one-tenth of the members live there and the members approve it by special resolution.
This matters for family companies. A trading company registered in Masjid Bunder whose shareholders now mostly live in Pune can move its registers there with a special resolution, but it cannot simply keep them at a director's home in Borivali for convenience. For demat shares, the depository's records are treated as the register (section 88(3)), so the Mumbai office keeps the register for any physical holdings.
A buyer can check the result at that office. Section 94 opens the registers to any member for inspection during business hours without a fee, and lets a member take extracts free of charge, so a Mumbai buyer can confirm the entry in their name once the board has approved the transfer.
A Mumbai share transfer, date by date
Here is how the clocks fall for a physical transfer between two Mumbai residents, using an invented company.
Example. Two co-founders of Harbourline Foods Private Limited, a small company registered in Dadar whose shares are still physical, agree that one sells 7,500 shares to the other at ₹240 each. Both live in Mumbai. They sign SH-4 on 3 February 2027 for ₹18,00,000, so the duty is ₹270, paid by the seller, with the deed stamped in Mumbai before or at signing. The deed must reach the company by 4 April 2027. Had the shares been in demat form with a buyer in Bengaluru, the depository would have sent the same ₹270 to Karnataka instead.
The company receives the deed on 8 February 2027. Because February is short, the one-month deadline to deliver the certificate, 8 March 2027, falls before the 30-day deadline for a refusal notice, 10 March 2027. A board meeting in the first fortnight of February keeps both comfortably in reach. Check other prices with the share transfer stamp duty calculator.
Where are share transfer disputes in Maharashtra heard?
At the National Company Law Tribunal's Mumbai Bench, whose territorial jurisdiction is the State of Maharashtra and the State of Goa. A buyer whose transfer is refused appeals there under section 58, and anyone whose name is wrongly entered, left out or delayed in the register can seek rectification under section 59.
Time limits are short: 30 days from the company's refusal notice, or 60 days from delivery of the deed if no notice comes. Keep the stamped SH-4, the certificate and proof of the delivery date, since the clock runs from delivery.
Common share transfer mistakes in Mumbai
These are the local slips to avoid, on top of the general rules in our share transfer guide:
- Paying duty to the seller's state on a demat transfer. It follows the buyer: when a Mumbai seller moves shares through the depository to a buyer in Gujarat, the duty goes to Gujarat, not Maharashtra.
- Expecting an ROC approval. ROC Mumbai-I does not approve a transfer; the board registers it, and the annual return reports it.
- Moving the registers informally. Registers stay at the Mumbai registered office unless the section 94 conditions and a special resolution are met.
- Using SH-4 where rule 9B applies. Once the rule applies to the company, shares must be dematerialised before any transfer. It catches a private company that was not small at any year end from 31 March 2023, after an 18-month window.
- Ignoring FEMA when one side lives abroad. A transfer between a resident and a non-resident needs a fair value certified under the RBI's pricing rules and is reported in Form FC-TRS through the AD bank. Check the sector first with the FDI route checker.
- Confusing a sale with a fresh issue. If the company needs new money, it issues shares instead, which may first need an increase in authorised capital in Mumbai.
How Ofin's Mumbai team handles it
Ofin's CAs, CSs and legal professionals check the articles, prepare SH-4 or guide the demat instruction, confirm which state receives the duty and how to pay it, and draft the board resolution and register entries. It is 100% online with a reply within 24 hours, or meet us at Shanti Bhuvan, Mulund West. Fees start at ₹2,147, all inclusive. Get a fixed-price proposal.
