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Dematerialisation of Shares in India – Rule 9A & 9B, Form PAS-6, ISIN Allotment, RTA & Depository (NSDL / CDSL) Tie-Up, Tripartite Agreement, Investor Demat Conversion under Companies Act 2013, Depositories Act 1996 & SEBI (D&P) Regulations
Dematerialisation of shares ("demat") is the process of converting physical share certificates into electronic form held in a demat account with a Depository Participant (DP) of NSDL or CDSL. Governed by the Depositories Act 1996, SEBI (Depositories and Participants) Regulations 2018, and Companies Act 2013, demat is now mandatory for all unlisted public companies under Rule 9A and for all private companies (other than small companies) under Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules 2014.
On dematerialisation, securities are identified by an ISIN (International Securities Identification Number), held electronically by the Beneficial Owner (BO), and transferred via the depository system instead of physical endorsement. Issuer companies must appoint a SEBI-registered RTA, sign a tripartite agreement with the depository and RTA, obtain ISIN, and file Form PAS-6 (Reconciliation of Share Capital Audit Report) half-yearly within 60 days of each half-year end. Our share dematerialisation services cover ISIN application, RTA appointment, depository tie-up, investor demat conversion, PAS-6 filings, and Rule 9A / 9B compliance.
Rule 9A / 9B
Demat Mandate (PAS Rules)
NSDL / CDSL
Two Depositories in India
PAS-6
Half-Yearly, Within 60 Days
ISIN
12-Char Unique Identifier
Laws & Forms We Work With
Depositories Act 1996
SEBI (D&P) Regs 2018
Companies Act 2013
Sec 29 – Demat Issue
Rule 9A – Unlisted Public
Rule 9B – Private Cos
Form PAS-6
ISIN
NSDL / CDSL
Tripartite Agreement
DRF / RRF
SEBI LODR (Listed)
Reg 76 – Reconciliation
DP / BO / RTA
Demat Compliance Buckets We Handle
Rule 9A
Unlisted Public Co. Demat
Mandatory demat for every unlisted public company — facilitate demat of all securities, issue/transfer only in demat form, appoint RTA, obtain ISIN, and file PAS-6 half-yearly.
- ISIN allotment
- RTA appointment
- Tripartite agreement
- Demat connectivity
- Half-yearly PAS-6
- Investor support
Rule 9B
Private Co. Demat (Non-Small)
Mandatory demat for every private company (other than small companies) as notified by MCA — convert existing securities to demat form and issue all new securities only in demat form.
- Small co. threshold check
- Existing holder conversion
- New issue in demat only
- ISIN + RTA tie-up
- PAS-6 half-yearly
- Director / promoter demat
PAS-6
Half-Yearly PAS-6 Filing
Reconciliation of Share Capital Audit Report — filed within 60 days of each half-year (30 Sep / 31 Mar); certified by a practising CA / CS; reconciles issued capital with depository records.
- 30 Nov & 30 May deadlines
- CA / CS certification
- NSDL + CDSL data
- Issued vs demat reconciliation
- Discrepancy resolution
- SRN closure
ISIN & RTA
ISIN Allotment + RTA Onboarding
Apply for ISIN with NSDL / CDSL, appoint a SEBI-registered RTA, prepare the Master Creation Form (MCF), and execute the tripartite agreement — full activation of demat connectivity.
- NSDL / CDSL application
- SEBI-registered RTA
- Master Creation Form
- Tripartite agreement
- Activation testing
- Charge upload
Conversion
Existing Holder Conversion
Surrender of physical certificates by existing shareholders — Demat Request Form (DRF) submitted to DP, certificates verified by RTA, and credit of equivalent securities to BO demat account.
- DRF submission
- Certificate defacement
- RTA verification
- Credit to BO account
- 15-day SLA
- Investor communication
New Issue
Demat Issue / Allotment
For all new issues of securities (rights, bonus, ESOP, private placement) — direct credit of allotment to allottees' demat accounts; no physical certificate issued post Rule 9A / 9B.
- Corporate-action upload
- Allottee demat details
- Direct credit to BO
- PAS-3 alignment
- Bonus / rights / ESOP
- Private placement
Pre-IPO
Pre-IPO Demat Readiness
For companies planning IPO — full demat of promoter / pre-IPO investor holdings, lock-in tagging, ISIN with stock-exchange linkage, and SEBI ICDR / LODR alignment.
- 100% promoter demat
- Lock-in tagging
- Pre-IPO investor demat
- ICDR alignment
- Listing-day connectivity
- Issuer-RTA-DP coordination
Investor
Demat Account Opening (BO)
For shareholders / promoters / directors — opening of demat account with a DP, KYC, nominee, BO master, and processing of DRF for surrender of physical certificates.
- DP selection
- KYC / nominee
- BO master setup
- DRF processing
- HUF / NRI / corporate
- Joint holding
Key Concepts in Share Dematerialisation
Sec 29
Demat Issue (Co Act)
Section 29 of the Companies Act 2013 provides that prescribed classes of companies must issue securities only in dematerialised form, and existing holders may also dematerialise their holdings.
Sec 29
Demat Only
Rule 9A
Unlisted Public Co. Mandate
Every unlisted public company must facilitate demat of its securities and ensure that any issue / transfer / buyback after notification happens only in dematerialised form.
Mandatory
All Securities
Rule 9B
Private Co. Demat (Non-Small)
Inserted in 2023 — every private company (other than a small company) must dematerialise existing securities and issue new securities only in demat form within prescribed timelines.
Non-Small
2023 Rule
PAS-6
Reconciliation Report
Half-yearly Reconciliation of Share Capital Audit Report filed in Form PAS-6 within 60 days of each half-year, certified by a practising CA / CS — reconciles issued vs demat capital.
60 Days
CA / CS Cert
ISIN
Unique Identifier
International Securities Identification Number — a 12-character alphanumeric code allotted by NSDL / CDSL to each class of security; basis of all demat transactions for the security.
12 Char
Per Class
RTA
Registrar & Transfer Agent
SEBI-registered intermediary that maintains the issuer's records, processes corporate actions, demat / remat requests, and acts as the connect between issuer, depository, and DP.
SEBI Reg
Issuer Connect
Tripartite
Issuer-Depository-RTA
A tripartite agreement signed by the issuer company, the depository (NSDL / CDSL), and the RTA — creates the legal framework for demat connectivity, corporate actions, and reconciliation.
3-Party
Demat Activation
DP / BO
Investor Holding
Depository Participant (DP) is the agent through which investors open a demat account; the investor is the Beneficial Owner (BO) — securities are held electronically in the BO account.
DP Agent
BO Investor
Our Share Dematerialisation Services
Rule 9A / 9B Diagnostic
Applicability mapping (public / private / small co. test), capital structure review, holder list reconciliation, and a step-by-step demat roadmap with cost & timeline estimate.
ISIN Application
Drafting and filing of ISIN application with NSDL / CDSL — Master Creation Form, board resolution, latest financials, capital structure, and follow-through till ISIN activation.
RTA Appointment
Selection & onboarding of a SEBI-registered RTA — service-level agreement, board approval, fee negotiation, and migration of historical share register to the RTA platform.
Tripartite Agreement
Drafting / vetting and execution of the issuer–depository–RTA tripartite agreement, board / shareholder approvals, and stamping in line with state-specific stamp duty.
Existing Holder Conversion
Investor communication, DRF coordination with DPs, certificate defacement and verification by RTA, and credit of demat units to BO accounts within stipulated timelines.
PAS-6 Half-Yearly Filing
Half-yearly Reconciliation of Share Capital Audit Report — data extraction from NSDL / CDSL, CA / CS certification, MCA upload, and SRN tracking till closure.
Corporate Action Support
Bonus / rights / split / consolidation / ESOP allotments — corporate-action filing with depository, allottee BO mapping, and direct credit to demat accounts.
Demat Account Opening
Promoter / director / investor demat account opening with DP — KYC, nominee, joint holding, HUF / corporate / NRI accounts, and onboarding to RTA records.
Pre-IPO Demat Readiness
100% promoter / pre-IPO investor demat, lock-in tagging, ICDR alignment, listing-day depository connectivity, and coordination with merchant banker / RTA / depositories.
Remat / Transmission
Rematerialisation of demat holdings (where permitted), transmission on death of holder, name changes, address updates, and dispute / unclaimed-share handling.
Investor Grievance & SCORES
Handling investor demat grievances, SEBI SCORES escalations, transmission claims, lost-certificate replacement, and depository correspondence on holder issues.
Belated PAS-6 & Cleanup
Belated PAS-6 filings with additional fees, ISIN data correction, depository discrepancy resolution, and ROC / SEBI compounding where applicable.
When You Need Demat Compliance Support
Newly Notified Under Rule 9B
Private company (non-small) covered by Rule 9B — first-time ISIN, RTA, tripartite, and existing-holder conversion within prescribed timeline.
Crossed Small-Company Threshold
Paid-up capital > ₹4 cr or turnover > ₹40 cr — company ceases to be small and Rule 9B kicks in; immediate demat activation needed.
Half-Yearly PAS-6 Window
End of every half-year (30 Sep / 31 Mar) — PAS-6 reconciliation due within 60 days; CA / CS certification and MCA upload required.
New Allotment / Corporate Action
Bonus, rights, ESOP, private placement, split / consolidation — allotment must be in demat only; depository corporate-action filing needed.
Pre-IPO / Listing Plan
Planning to list — 100% promoter / pre-IPO demat, lock-in tagging, ICDR alignment, listing-day depository connectivity.
Investor / Shareholder Demat
Investor wants to convert physical certificates to demat — DRF, defacement, RTA verification, and BO credit within 15 days.
Buyback / Transfer / Pledge
Any transfer, buyback, or pledge after Rule 9A / 9B notification — must be executed in demat form only; physical transfer is invalid.
Multi-Year PAS-6 Arrears
Missed PAS-6 for multiple half-years — additional fees, ROC scrutiny, possible adjudication; cleanup with retrospective filings.
Documents Needed for Share Dematerialisation
Company Records
- CIN / Certificate of Incorporation
- MOA & AOA
- PAN / TAN of company
- Latest audited financials
- Capital structure / shareholding
- Board resolution for demat
- Specimen signature of authorised signatories
Shareholder / Director
- Folio-wise list of shareholders
- Original physical share certificates
- PAN / Aadhaar of holders
- Demat account details (DP ID + Client ID)
- DRF (Demat Request Form)
- Nominee details
- Joint-holder consent (if any)
Depository / RTA
- Master Creation Form (MCF)
- RTA appointment letter
- Tripartite agreement
- Net-worth certificate
- ISIN allotment letter
- NSDL / CDSL data extracts
- CA / CS certification for PAS-6
Our Share Demat Engagement Process
1
Diagnostic & Roadmap
Rule 9A / 9B applicability, small-co. threshold check, capital reconciliation, and 30 / 60 / 90-day demat roadmap with cost estimate.
2
RTA & Depository Setup
Select RTA, board approvals, MCF + tripartite agreement, ISIN application with NSDL / CDSL, and connectivity activation.
3
Holder Conversion
Investor communication, DRF processing through DPs, certificate defacement, RTA verification, and credit of demat units to BO accounts.
4
PAS-6 & Ongoing
Half-yearly PAS-6 filing, corporate-action support, transmission / nominee changes, and ongoing depository / SEBI alignment.
5
Closure & Continuity
SRN approvals archived, demat register refreshed, retainer rolled to next half-year, threshold monitoring, and event-based filings.
Why Choose Us for Dematerialisation
✓
End-to-end demat activation
✓
Tie-ups with NSDL & CDSL RTAs
✓
Rule 9A / 9B specialists
✓
Half-yearly PAS-6 retainer
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Pre-IPO demat readiness
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Investor DRF support
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Belated PAS-6 cleanup
✓
Corporate-action processing
FAQs on Dematerialisation of Shares
What is dematerialisation of shares?
The conversion of physical share certificates into electronic form held in a demat account with NSDL or CDSL.
Is demat mandatory for unlisted public companies?
Yes — under Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules 2014.
Is demat mandatory for private companies?
Yes — for every private company other than a small company, under Rule 9B inserted in October 2023.
What is Form PAS-6?
A half-yearly Reconciliation of Share Capital Audit Report filed with the ROC, certified by a practising CA or CS.
When is PAS-6 due?
Within 60 days of each half-year end — broadly by 30 May and 30 November every year.
What is an ISIN?
A 12-character International Securities Identification Number allotted by NSDL or CDSL to each class of security.
Who is an RTA?
A SEBI-registered Registrar and Transfer Agent that maintains issuer records and connects to the depositories.
What is a tripartite agreement?
An agreement between the issuer company, the depository, and the RTA that activates demat connectivity.
Can shareholders still hold physical shares?
Existing physical shares remain valid, but any new issue or transfer must be executed only in demat form.
How does an investor convert physical shares to demat?
By submitting a Demat Request Form along with the original certificates to a Depository Participant.
Demat Activated. PAS-6 Filed. Securities Compliant.
Partner with our share-demat specialists for end-to-end Rule 9A / 9B compliance — ISIN, RTA, tripartite agreement, investor conversion, half-yearly PAS-6, and pre-IPO readiness for FY 2026–27.
Talk to a Share Demat Expert