Get Your Share Dematerialization Done in Just 2-3 Weeks
Convert your physical share certificates into electronic form to comply with MCA mandates. Official NSDL Database Management Limited partner for end-to-end dematerialization services.
- Certificate of Incorporation
- Board Resolution
- Share Certificates
- Shareholder KYC
MCA Compliance Deadline – June 30, 2025
All applicable companies must complete dematerialization.
What is Dematerialization of Shares?
Dematerialization (demat for short) is the process of converting physical share certificates into electronic or digital format. This process eliminates the need for paper certificates and allows shares to be held, traded, and transferred electronically through a demat account.
From Physical to Digital
Your physical share certificates are converted into electronic form and stored in a demat account, similar to how money is stored in a bank account. Faster transfers in case of share sale or changes in ownership.
Secure & Convenient
Eliminates risks of loss, theft, damage, or forgery of physical certificates. Electronic shares are safer and easier to manage. No risk of certificates getting rejected due to damage.
MCA Mandated
Since October 2023, the Ministry of Corporate Affairs (MCA) requires all private limited companies (except small companies) to hold securities only in dematerialized form. Mandatory before June 30, 2025.
MCA Dematerialization Compliance Requirements
As per the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023, issued by the Ministry of Corporate Affairs on October 27, 2023, specific entities must comply with dematerialization mandates.
Compliance Deadline: June 30, 2025
All applicable companies must complete the dematerialization process and hold their securities in electronic form by this date. No extensions announced by MCA as of now.
Who Must Comply
- All Private Limited Companies (except small companies)
- Companies with paid-up capital > ₹4 crore OR turnover > ₹40 crore
- Subsidiaries of any company (always mandatory)
Non-Compliance Consequences
Monetary penalties under the Companies Act, 2013.
Shares cannot be sold, transferred, or gifted in physical form after the deadline.
Company's ROC filings may get rejected, delaying important corporate actions.
Restrictions on issuing new securities or transferring existing shares.
Rejection of statutory filings with MCA.
Potential legal action against company directors.
Inability to access loans, funding, or business transactions.
Small Companies (Exempt if both criteria met)
- Paid-up capital of ₹4 crore or less
- Turnover not exceeding ₹40 crore in the previous financial year
Important: Small companies must meet both conditions together to be exempt. If even one limit is crossed, dematerialization becomes mandatory.
Applicability for Newly Incorporated Companies
New companies are also required to comply before issuing or transferring shares.
Examples for Better Understanding
- Example 1: A company with ₹3 crore capital but ₹45 crore turnover → Dematerialisation mandatory.
- Example 2: A subsidiary with ₹1 lakh capital → Still mandatory because it's a subsidiary.
Types of Demat Accounts in India
Understanding different types of demat accounts helps you choose the right one for your requirements. Here's a simple breakdown of each demat account type to help users identify which option suits their requirements.
Regular Demat Account
For resident Indians and Indian companies to hold and trade securities in India. Commonly used by resident individuals and private limited companies to hold and trade securities.
- Indian private limited companies
- Resident individual shareholders
Repatriable Demat Account (NRE)
For Non-Resident Indians (NRIs) who want to repatriate funds from sale of securities back to their country of residence.
- NRI shareholders with foreign currency transactions
Non-Repatriable Demat Account (NRO)
For NRIs who earn income in India and don't wish to repatriate funds abroad. Funds remain in Indian rupees.
- NRI shareholders with Indian income sources
Basic Services Demat Account (BSDA)
Low-cost demat account with limited services for small investors holding securities valued up to ₹2 lakhs. Minimal or zero annual maintenance charges.
- Small individual shareholders with limited holdings
All demat accounts are regulated by SEBI and maintained through registered depository participants.
Demat Account Comparison
| Regular | NRE | NRO | BSDA | |
|---|---|---|---|---|
| Eligible For | Residents | NRIs | NRIs | Small Investors |
| Repatriation | N/A | Allowed | Not Allowed | Depends on linked account |
| Annual Charges | ₹300-800 | ₹500-1000 | ₹500-1000 | Free/Minimal |
| Holding Limit | Unlimited | Unlimited | Unlimited | Up to ₹2 lakhs |
Not sure which demat account is right for you?
Compare features or consult our experts for guidance.
Dematerialization Process: Step-by-Step Guide
The dematerialization process involves multiple parties and typically takes 2-3 weeks from start to finish. Here's what to expect:
Apply via Platform
Submit your application through our platform and pay the processing fee of ₹4,990 + GST. Provide basic company and shareholder information.
Document Submission
Upload required documents including Certificate of Incorporation, PAN, Board Resolution, shareholder details, and original share certificates.
RTA Appointment & Verification
We coordinate with Registrar & Transfer Agent (RTA) for verification of documents and company records. RTA fees apply (₹10,000 joining + ₹10,000 AMC + GST).
ISIN Application to NSDL
RTA applies for ISIN (International Securities Identification Number) from NSDL. This is your company's unique securities identifier.
Payment of NSDL Fees
Pay the NSDL joining fee (₹15,000 + GST). Annual Maintenance Charges (AMC) are calculated based on the company's paid-up capital. The Security Deposit = 2 × AMC (varies for every company). NSDL reviews the fee and then approves the ISIN.
Demat Account Opening
All shareholders must open demat accounts with a Depository Participant (DP). Provide PAN, Aadhaar, and address proof for KYC.
Share Credit & Completion
Once ISIN is active and demat accounts are open, shares are credited electronically. Physical certificates are cancelled and marked "Surrendered for Demat".
Timelines are approximate and depend on customer document submission, timely payments, and RTA/depository processing.
Ready to Start Your Dematerialization Process?
Our experts will guide you through every step and ensure a smooth process.
Dematerialization Cost Breakdown
Understanding the complete cost structure helps you budget accurately. Here's a transparent breakdown of all fees involved:
Processing Fee
One-time fee for our end-to-end dematerialization service, document support, and coordination with RTA and NSDL.
Registrars & Transfer Agents
Issuer Admission Fees
NSDL Fee Structure Based on Nominal Value of Securities
| Nominal Value of Securities | Annual Custody Fee | Security Deposit |
|---|---|---|
| Up to ₹2.5 crore | ₹5,000 | ₹10,000 |
| ₹2.5 – ₹5 crore | ₹9,000 | ₹18,000 |
| ₹5 – ₹10 crore | ₹22,500 | ₹45,000 |
| ₹10 – ₹20 crore | ₹45,000 | ₹90,000 |
| Above ₹20 crore | ₹75,000 | ₹1,50,000 |
Total Cost Example
For a company with paid-up capital Up to ₹2.5 crore:
| Platform processing fee: ₹4,990 + 18% GST | ₹5,888.20 |
| RTA joining fee: ₹10,000 + 18% GST | ₹11,800 |
| RTA AMC: ₹10,000 + 18% GST | ₹11,800 |
| NSDL joining fee: ₹15,000 + 18% GST | ₹17,700 |
| NSDL Annual Custody Fee (1 year): | ₹5,000 |
| Security Deposit (refundable): | ₹10,000 |
| Grand Total (including refundable deposit) | ₹62,188.20 |
Important to Know
NSDL charges the Annual Custody Fee proportionally for the remaining months of the current financial year when issuing mid-year. So the ACF shown (₹5,000) is the full-year amount; the customer will often be charged a proportional (smaller) amount for the current FY.
Ongoing Annual Costs (From Year 2)
- RTA Annual Maintenance: ₹10,000 + 18% GST per year
- NSDL Annual Custody Fee: Based on nominal value of securities (see table above)
- NSDL AMC: ₹5,000 per ISIN per annum (up to 50 physical folios)
- Corporate Action Charges: ₹1,000 per CA (for bonus issues, rights issues, dividend processing, etc.)
- DP Charges: Shareholders pay annual demat account maintenance (₹300-800/year to their DP)
Additional Charges by Depository
Corporate Action (CA)
Annual Maintenance Charge (AMC)
Documents Required for Dematerialization
Proper documentation is crucial for a smooth dematerialization process. Here's a comprehensive checklist:
For the Company
- Net Worth Certificate
- Certified True Copy of Board Resolution
- Certified True Copies of the COI, Memorandum & Articles of Association
- Certified True Copy of the Audited Annual Report
- Undertaking from the Company
- Letter of Authorization
- GSTIN Certificate
- PAN Numbers of All Board Directors – Mentioned on MCA, except for foreign directors.
- Tripartite Agreement
For Each Shareholder
- Aadhaar Card – Self-attested copy, mobile-linked for e-KYC.
- PAN Card – Self-attested copy (mandatory).
- Demat Account Details – 16-digit DP + Client ID provided by your DP.
- Address Proof – Utility bill, bank statement, Aadhaar, passport, driving licence, or voter ID (as per DP policy).
- Bank Account Details – Cancelled cheque OR recent bank statement (last 3 months).
- Photograph – Recent passport-size photo.
- Dematerialization Request Form (DRF) – Filled and signed by shareholder; signature must match DP records.
Document Preparation Tips
- Ensure all documents are clear, readable, and self-attested where required.
- PAN details must match the details in DP KYC records.
- If Aadhaar is used for address proof or e-KYC, ensure the mobile number is Aadhaar-linked.
- Board Resolution must clearly mention dematerialization and name the authorized signatory.
- Keep both digital scans and physical originals ready for verification.
- Physical share certificates should be in good condition, without damage, overwriting, or alterations.
Need Help with Documentation?
Our team will guide you through the document preparation process.
Benefits of Share Dematerialization
Converting physical shares to electronic format offers numerous advantages beyond regulatory compliance:
Key Parties Involved in Dematerialization
The dematerialization process involves a few important entities that work together to convert physical share certificates into electronic shares (demat). Here's who is involved and what each one does explained in simple terms:
Company (Issuer)
The company that originally issued the shares. They start the dematerialization process and complete the required formalities.
- Shares basic company documents
- Approves the request
- Coordinates with the RTA
Shareholders
People or businesses who own physical share certificates and want to convert them into demat form.
- Opens a demat account
- Submits KYC documents
- Hands over physical certificates for conversion
Registrar & Transfer Agent (RTA)
A SEBI-registered agency that manages shareholder records and handles share-related processes for the company.
- Checks company documents
- Applies for ISIN
- Manages the shareholder register
Depository (NSDL/CDSL)
These are the main institutions that store shares safely in electronic form—similar to a digital vault.
- Creates ISIN for the company
- Keeps electronic share records
- Enables electronic transfers
Depository Participant (DP)
Banks, brokers, or financial institutions that allow customers to open demat accounts. They act as intermediaries between shareholders and the depository.
- Opens demat accounts
- Processes dematerialization forms
- Credits converted shares to the shareholder's account
Service Provider (WeeDoo.in)
A platform that makes the entire dematerialization process easier by guiding and coordinating between all parties involved.
- Helps with documentation
- Coordinates each step
- Ensures the process is smooth and compliant
How They Work Together
Who Does This Requirement Apply To?
Since 27 October 2023, the Ministry of Corporate Affairs, Government of India, requires private limited companies to issue shares in dematerialized form, with a deadline of 30 June 2025.
- Private limited companies (except small companies*) incorporated in India. A subsidiary of a body corporate is not considered a small company.
- Shareholders and debenture holders of private limited companies.
* A small company has paid-up capital of INR 4 crore or less and a turnover not exceeding INR 40 crore in the previous financial year.
Partnered with NSDL Database Management Limited
Why Choose WeeDoo.in Services
We offer fast, reliable, and secure services for your business needs. Our technology-driven approach simplifies data processing and ensures a streamlined experience.
Expert Support
Dedicated team to guide you through every step of the process.
Fast Processing
Quick turnaround time with efficient document processing.
Secure & Reliable
Your data is protected with industry-standard security measures.
Official Partner
Partnered with NSDL Database Management Limited.
"Simplifying complex processes is our mission. We are committed to making our services fast, accessible, and easy to understand for everyone."
Frequently Asked Questions
Dematerialisation is the process of converting physical share certificates into electronic form, making it easier to hold, trade, and transfer shares securely.
As per MCA notification (Oct 2023), private limited companies (other than small companies) must issue and hold securities only in dematerialised form to improve transparency, reduce fraud, and enable easy transfer.
The deadline has been extended to 30th June 2025.
All private limited companies (except small companies) must dematerialise their securities.
It is mandatory, as per MCA guidelines for private companies, to dematerialise their shares. It also reduces paperwork, eliminates risks of loss or forgery, and makes transactions faster and safer.
ISIN (International Securities Identification Number) is a unique 12-digit code assigned to every security (like shares, bonds, debentures) that helps in identifying and trading them electronically.
Without an ISIN, shares cannot be held or traded in electronic form. It is mandatory for companies applying for the dematerialisation of their shares.
A company must apply through a Registrar & Transfer Agent (RTA) and complete the required documentation. The RTA coordinates with NSDL/CDSL to allot the ISIN.
Commonly required documents include: Certificate of Incorporation, MOA/AOA, Board Resolution for dematerialisation, Shareholding pattern, and Specimen signatures of authorised signatories.
It is an agreement executed between the Company, NSDL, and the RTA on stamp paper. It ensures smooth coordination and defines the responsibilities of all parties in the dematerialisation process.
As per NSDL requirements, all documents (Board Resolution, Net Worth Certificate, MOA, AOA, etc.) must be digitally signed using a valid DSC by the authorised signatory of the company.
Typically, ISIN allotment takes 15-30 working days after submission of complete documents and approvals.
Once allotted, the ISIN can be seen in the demat account statement provided by NSDL/CDSL through your Depository Participant (DP).
Yes. Generally, one ISIN is allotted per type of security. However, if a company issues different classes of shares (like equity and preference), separate ISINs may be required.
Companies failing to dematerialise may face penalties under Section 450 of the Companies Act, including fines, restrictions on raising capital, and inability to process share transfers.
A demat account is like a digital locker where shares are held in electronic form. Promoters and investors must open a demat account with a DP to hold dematerialised shares.
You need to open a demat account with a depository participant (DP), fill out a Dematerialisation Request Form (DRF), and submit your physical share certificates to the DP.
Once your request is submitted, the process usually takes 2–3 weeks, depending on verification and processing by the DP and the Registrar & Transfer Agent (RTA).
No. As per MCA’s mandate, physical share certificates are no longer valid for transfer. All shares must be converted into dematerialised form.
Non-compliance may lead to penalties under the Companies Act, restrictions on issuing or transferring shares, and rejection of filings.
You will need: Self-attested PAN & Aadhaar of shareholder, Demat account details (client ID & DP ID), Original share certificates, and Signed Dematerialisation Request Form (DRF).
- Platform Fee: ₹4,990 + GST
- RTA Fee: ₹10,000 joining + ₹10,000 AMC + GST
- NSDL Fee: ₹15,000 joining + security deposit (₹10,000–₹1,50,000 depending on capital)
- Additional AMC & corporate action charges
Charges vary depending on your Depository Participant (DP) and the Registrar & Transfer Agent (RTA). Please check with your DP for exact fees.
Shareholder (owns the shares), Depository Participant (DP), Registrar & Transfer Agent (RTA), and Depositories (NSDL/CDSL).
The reason for rejection (like mismatched details, incomplete documents, or signature mismatch) will be shared with you. Once corrected, you can re-submit the request.
Yes. The Ministry of Corporate Affairs (MCA) has made dematerialisation mandatory for all private limited companies, effective from October 2023, with extended deadlines for compliance.
Yes. Joint holders must open a joint demat account in the same order of names as on the physical share certificates.
Once dematerialisation is completed, your old physical certificates are cancelled and records are updated in electronic format.
Yes. Though uncommon, shareholders may request rematerialisation, where electronic shares are converted back into physical certificates.
Safe (no loss, theft, or damage of certificates), Faster transfer and settlement of shares, Easy pledge of securities for loans, Direct credit of corporate benefits (bonus, rights, dividends), and Cost savings on stamp duty for transfer.
- Apply via platform & pay fees
- Submit required documents
- RTA verification
- Payment of statutory charges
- NSDL review & ISIN generation
- Open demat account with DP
- Shares credited in demat form
If you do not dematerialise, you will not be able to transfer, sell, or pledge your shares, and it may also restrict corporate compliance with MCA.
Once dematerialisation is completed, you can log in to the NSDL SPEEDe App or CDSL Easi/IDEAS App using your demat account details to view your updated shareholding statement.
After June 30, 2025, non-compliant companies face monetary penalties, restrictions on share transfers and issuance, rejection of MCA filings, and potential legal action against directors. Physical share certificates will not be valid for transfer.
Yes, you can choose to dematerialise all or some of your physical share certificates. However, MCA regulations require all securities of applicable private limited companies to be in demat form, so partial dematerialisation would not achieve compliance.
NSDL (National Securities Depository Limited) and CDSL (Central Depository Services Limited) are the two depositories in India. Both offer similar services. NSDL holds about 90% market share and is promoted by institutions like NSE, IDBI Bank, and SBI. CDSL is promoted by BSE. Companies can choose either, though WeeDoo partners with NSDL.
Yes, NRIs and foreign shareholders can open NRE (repatriable) or NRO (non-repatriable) demat accounts. They need to provide additional documentation including foreign address proof, passport copy, and PIO/OCI card if applicable. Foreign Corporate Bodies may need FIPB approval.
Registrar & Transfer Agent (RTA) is a SEBI-registered entity that maintains your company's shareholder register and coordinates the dematerialisation process. Popular RTAs include KFin Technologies, Link Intime, and Bigshare Services. WeeDoo helps coordinate with appropriate RTAs based on your requirements.
You can check dematerialisation status through: 1) Your RTA's website using folio number or PAN, 2) NSDL website or SPEEDe App, 3) CDSL website or Easi/IDEAS App, 4) Your Depository Participant's portal, or 5) By contacting WeeDoo support for status updates.
Yes, rematerialisation (converting demat shares back to physical) is technically possible by submitting a Rematerialisation Request Form (RRF) to your DP. However, for MCA compliance, private limited companies must maintain shares in demat form only, so rematerialisation would violate regulations.
Basic Services Demat Account (BSDA) is a low-cost or free demat account for small investors holding securities worth up to ₹2 lakhs. It has nil or minimal annual maintenance charges. Individual shareholders holding limited value securities can opt for BSDA with their DP.
Dematerialisation itself is not a taxable event. However, when you eventually sell dematerialised shares, capital gains tax applies based on holding period (short-term or long-term). The acquisition cost remains the same as original purchase price of physical shares. Maintain records of original purchase for tax calculations.
For lost certificates: Lodge an FIR with police, publish newspaper advertisement, submit indemnity bond with surety, and apply for duplicate certificates from RTA before dematerialisation. For damaged certificates: Submit them with an affidavit explaining damage. WeeDoo can guide you through the duplicate issuance process.
Even dormant companies registered as private limited (except small companies) must comply with MCA dematerialisation requirements by June 30, 2025. Dormant status does not exempt from compliance. Non-compliance can lead to penalties and complications in reviving the company later.
Yes, once shares are dematerialised, they can be transferred between demat accounts electronically. Shareholders can open new demat accounts and transfer their holdings through off-market transfer or delivery instruction slips (DIS), subject to company approval and transfer procedures.