How to Claim or Transfer Shares of an Unlisted Company

Almost everything written about recovering Indian shares assumes the company is listed. A great many aren't. Family businesses, old cooperatives, companies that delisted years ago, and large unlisted names such as Hero FinCorp all issue shares that behave differently from a share of Reliance or TCS.

If you hold shares in a company that does not appear on the NSE or BSE, here is what applies instead.

What is different about an unlisted company

• No stock exchange: shares cannot be sold through a broker at a market price. A sale is a private transaction between buyer and seller.
• No SEBI listing framework: the SEBI circulars that govern registrars, ISR forms and the July 2026 transmission rules apply to listed securities. An unlisted company follows the Companies Act and its own articles of association.
• The company decides: many unlisted companies, especially private ones, restrict transfers in their articles — pre-emption rights, board approval, or a right of first refusal for existing shareholders.
• No published price: value has to be established by valuation, not by looking it up. Prices quoted in the so-called grey market are dealers' quotes, not an official valuation.

Transfers run on Form SH-4

A transfer of shares in an unlisted company is made on Form SH-4, the share transfer deed, executed by transferor and transferee, stamped, and delivered to the company. The company's board registers the transfer and updates its register of members.

Stamp duty is payable on the transfer. Since the 2020 amendments to the Indian Stamp Act, duty on the transfer of securities is collected at a uniform rate, and for an unlisted transfer it is generally paid by the transferor. Your adviser or the company's secretarial team will confirm the amount.

Dematerialisation applies here too

Physical certificates are on the way out even off the exchange. Unlisted public companies have been required to hold and transfer their securities in dematerialised form since Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules came into effect, and private companies other than small companies were brought into a similar requirement more recently under Rule 9B. In practice that means you will need a demat account, and an ISIN from the company, to do very much at all.

Unclaimed dividends can still reach the IEPF

This surprises people. The Companies Act provisions on unpaid dividends and the Investor Education and Protection Fund are not limited to listed companies. Where an unlisted company declared dividends that went unclaimed for seven consecutive years, those amounts — and in the relevant cases the shares — can be transferred to the IEPF, and are claimed back on Form IEPF-5 like any other. How to check.

If the shareholder has died

Transmission still happens, but SEBI's simplified thresholds do not govern it. What governs is the Companies Act and the company's articles, which in a private company may give the board discretion over whether to register the heirs. Expect to provide the death certificate, evidence of heirship, an indemnity, and NOCs from the other heirs — and expect requirements to vary between companies in a way they no longer do for listed shares.

How to start when you can't find the company

• Search MCA master data: by the company name or CIN from the certificate. It shows the current name, registered office and status — active, struck off, or under liquidation.
• Write to the registered office: , addressed to the company secretary, quoting folio and certificate numbers
• Check whether it was renamed or merged: into a company that is listed. That changes everything, in your favour. Shares of merged or renamed companies.
• Check the IEPF records: against the shareholder's name

If the company has been struck off

A company struck off the register is not automatically the end of the road, but it is a legal problem rather than an administrative one: restoration is applied for before the NCLT, and whether it is worth doing depends on what the company still holds. Take advice before spending money on it.

This is general information. Unlisted company rules turn on that company's own articles, so check them — or have someone check them — before you assume what is possible.