Are you raising capital or quietly losing control?
Every share you issue or transfer reshapes the power dynamics of your company. A poorly negotiated term sheet, an unchecked liquidation preference, or a non-compliant share transfer can erase founder wealth overnight. Investment documentation is not paperwork. It is wealthy architecture. Rebizco Advisory protects your cap table, control rights, and ownership integrity, ensuring that every equity transaction strengthens your position instead of diluting it.
What This Service Covers
Rebizco provides end-to-end legal support for investment transactions and share transfers, covering both capital infusion and secondary exits. The service includes:
- Drafting & negotiation of Share Subscription Agreements (SSA)
- Drafting & execution of Share Purchase Agreements (SPA)
- Board & shareholder resolutions for equity actions
- Share valuation, issuance & transfer mechanics
- ROC and RBI filings for domestic and foreign investments
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By ensuring clean title, regulatory compliance, and precise implementation of economic rights, this service safeguards both companies and investors through every stage of the equity lifecycle.
Key Benefits
- Title Assurance – Ensures shares are transferred free from disputes, liens, or defects
- Tax Compliance – FMV-based valuation and stamp duty adherence
- Wealth Protection – Structured anti-dilution and liquidation preference safeguards
- FEMA / RBI Safety – End-to-end compliance for foreign investments (FC-GPR)
Who Is Eligible?
This service is suitable for:
- Founders and companies raising fresh equity capital
- Existing shareholders executing partial or full exits
- Promoters handling succession, gift, or transmission of shares
- Indian companies receiving foreign investment
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If your transaction alters the cap table, requires valuation, or involves ROC/RBI filings, Rebizco can manage the entire process seamlessly.
Documents Required
- Original share certificates (for transfer/cancellation)
- Valuation report (CA / Registered Valuer / Merchant Banker)
- Executed Share Transfer Form (SH-4)
- Proof of consideration/payment (Bank remittance / FIRC)
- Latest audited financial statements
Ideal For
- Exiting shareholders selling equity stakes
- Growth-stage startups issuing new shares
- Promoters planning succession or restructuring
- Acquirers seeking clean and undisputed share titles
Our Process
Rebizco manages the entire investment lifecycle from reviewing term sheets to closing and statutory filings. We conduct pre-transaction legal checks, draft and negotiate SSAs/SPAs with a control-first approach, and align investor protections without sacrificing founder authority.
For share transfers, we handle valuation, e-stamping, execution of SH-4, Board approvals, issuance of share certificates, and updates to the Register of Members. For foreign investments, we ensure timely RBI filings (FC-GPR) and FEMA compliance delivering a transaction that is legally airtight and audit-ready.
Important Note
Equity transactions require strict adherence to valuation norms, stamp duty laws, and statutory timelines. Always verify AOA restrictions, pre-emptive rights, and FEMA conditions before closing any investment or share transfer.
FAQSÂ
Q: What is the difference between Share Subscription and Share Transfer?
A: A subscription involves issuing new shares by the company, while a transfer involves an existing shareholder selling shares to another party.
Q: What is Form SH-4?
A: SH-4 is the mandatory Securities Transfer Form required to legally record a share transfer.
Q: Is a valuation report mandatory?
A: Yes. Valuation is required for tax, FEMA, and regulatory compliance.
Q: What is the stamp duty on share transfers?
A: A uniform rate of 0.015% is applicable across India.
Q: How long does a share transfer take?
A: The Board must approve and update records within 30 days of submission.
Q: Can the Board refuse a transfer?
A: Yes, if the transfer violates the Articles of Association or is against company interest.
Q: What is an Anti-Dilution clause?
A: It protects investors from ownership dilution in future down-rounds.
Q: What are Pre-emptive Rights?
A: They give existing shareholders the first right to purchase newly issued shares.
Q: What is FEMA compliance in investments?
A: Foreign investments require filing FC-GPR with the RBI within prescribed timelines.
Q: What if share certificates are lost?
A: A legal process involving indemnity and public notice is required before issuing duplicates.
Legal Clarity Session – Investment & Share TransfersÂ
Before signing an investment or transferring shares, get clear, strategic legal guidance.
