Start dematerializing your company's shares and securities ₹4,990 for initial setup

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./LLPIN/FCRN), users can retrieve company master data.

  • 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.
* Please note: 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.
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Frequently Asked Questions

What is dematerialisation?

Dematerialisation is the process of converting physical share certificates into electronic form, making it easier to hold, trade, and transfer shares securely.

Why is dematerialisation mandatory now?

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.

What is the compliance deadline for dematerialisation?

The deadline has been extended to 30th June 2025.

Who needs to comply with dematerialisation?

All private limited companies (except small companies) must dematerialise their securities.

Why is dematerialisation required?

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.

What is an ISIN?

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.

Why do companies need an ISIN?

Without an ISIN, shares cannot be held or traded in electronic form. It is mandatory for companies applying for the dematerialisation of their shares.

How can a company obtain an ISIN?

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.

What documents are required for ISIN allotment?

Commonly required documents include: Certificate of Incorporation, MOA/AOA, Board Resolution for dematerialisation, Shareholding pattern, and Specimen signatures of authorised signatories.

What is a Tripartite Agreement?

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.

Why is a DSC required?

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.

How long does it take to get an ISIN?

Typically, ISIN allotment takes 15-30 working days after submission of complete documents and approvals.

Where can shareholders see the ISIN of a company?

Once allotted, the ISIN can be seen in the demat account statement provided by NSDL/CDSL through your Depository Participant (DP).

Is one ISIN enough for a company?

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.

What penalties apply for non-compliance?

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.

What is a demat account and why is it needed?

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.

How do I start the dematerialisation process?

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.

How long does dematerialisation take?

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).

Can I still hold physical share certificates?

No. As per MCA’s mandate, physical share certificates are no longer valid for transfer. All shares must be converted into dematerialised form.

What happens if a company does not comply?

Non-compliance may lead to penalties under the Companies Act, restrictions on issuing or transferring shares, and rejection of filings.

What documents are required for dematerialisation?

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).

How much does the dematerialisation process cost?
  • 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
What are the charges for dematerialisation?

Charges vary depending on your Depository Participant (DP) and the Registrar & Transfer Agent (RTA). Please check with your DP for exact fees.

Who are the key parties involved in the process?

Shareholder (owns the shares), Depository Participant (DP), Registrar & Transfer Agent (RTA), and Depositories (NSDL/CDSL).

What if my dematerialisation request gets rejected?

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.

Is dematerialisation mandatory for private limited companies?

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.

Can joint shareholders dematerialise shares?

Yes. Joint holders must open a joint demat account in the same order of names as on the physical share certificates.

What happens to my old physical share certificates after dematerialisation?

Once dematerialisation is completed, your old physical certificates are cancelled and records are updated in electronic format.

Can I rematerialise my shares back into physical form?

Yes. Though uncommon, shareholders may request rematerialisation, where electronic shares are converted back into physical certificates.

What are the benefits of dematerialisation?

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.

What are the steps in the dematerialisation process?
  1. Apply via platform & pay fees
  2. Submit required documents
  3. RTA verification
  4. Payment of statutory charges
  5. NSDL review & ISIN generation
  6. Open demat account with DP
  7. Shares credited in demat form
What if I don’t dematerialise my shares?

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.

How can I check my dematerialised shares?

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.

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