Dematerialisation of Shares
Compulsory for every private company since 2024.
Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules extended dematerialisation to private companies other than small companies. Physical share certificates can no longer be issued, and no shareholder can transfer shares that are not in demat form.
The process runs through a registrar and transfer agent: appoint one, obtain an ISIN from NSDL or CDSL, execute the tripartite agreement, and open demat accounts for the shareholders.
Once dematerialised the company files Form PAS-6, a reconciliation of share capital audit report, twice a year within sixty days of each half-year end.
What is included
- RTA appointment and depository connectivity
- ISIN obtained from NSDL or CDSL
- Tripartite agreement executed
- PAS-6 half-yearly filing set up
What we need from you
- Certificate of incorporation, MOA and AOA
- Register of members and share certificates issued
- Board resolution appointing the RTA
- Net worth and audited accounts
Questions
Which private companies must dematerialise their shares?
Every private company except a small company — one with paid-up capital up to ₹4 crore and turnover up to ₹40 crore. Once you cross either threshold, dematerialisation becomes compulsory and physical transfers stop.
Also in MCA & ROC
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