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.
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.
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.
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.
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.
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.
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.
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.
For shareholders / promoters / directors — opening of demat account with a DP, KYC, nominee, BO master, and processing of DRF for surrender of physical certificates.
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.
Every unlisted public company must facilitate demat of its securities and ensure that any issue / transfer / buyback after notification happens only in dematerialised form.
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.
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.
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.
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.
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.
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.
Applicability mapping (public / private / small co. test), capital structure review, holder list reconciliation, and a step-by-step demat roadmap with cost & timeline estimate.
Drafting and filing of ISIN application with NSDL / CDSL — Master Creation Form, board resolution, latest financials, capital structure, and follow-through till ISIN activation.
Selection & onboarding of a SEBI-registered RTA — service-level agreement, board approval, fee negotiation, and migration of historical share register to the RTA platform.
Drafting / vetting and execution of the issuer–depository–RTA tripartite agreement, board / shareholder approvals, and stamping in line with state-specific stamp duty.
Investor communication, DRF coordination with DPs, certificate defacement and verification by RTA, and credit of demat units to BO accounts within stipulated timelines.
Half-yearly Reconciliation of Share Capital Audit Report — data extraction from NSDL / CDSL, CA / CS certification, MCA upload, and SRN tracking till closure.
Bonus / rights / split / consolidation / ESOP allotments — corporate-action filing with depository, allottee BO mapping, and direct credit to demat accounts.
Promoter / director / investor demat account opening with DP — KYC, nominee, joint holding, HUF / corporate / NRI accounts, and onboarding to RTA records.
100% promoter / pre-IPO investor demat, lock-in tagging, ICDR alignment, listing-day depository connectivity, and coordination with merchant banker / RTA / depositories.
Rematerialisation of demat holdings (where permitted), transmission on death of holder, name changes, address updates, and dispute / unclaimed-share handling.
Handling investor demat grievances, SEBI SCORES escalations, transmission claims, lost-certificate replacement, and depository correspondence on holder issues.
Belated PAS-6 filings with additional fees, ISIN data correction, depository discrepancy resolution, and ROC / SEBI compounding where applicable.
Private company (non-small) covered by Rule 9B — first-time ISIN, RTA, tripartite, and existing-holder conversion within prescribed timeline.
Paid-up capital > ₹4 cr or turnover > ₹40 cr — company ceases to be small and Rule 9B kicks in; immediate demat activation needed.
End of every half-year (30 Sep / 31 Mar) — PAS-6 reconciliation due within 60 days; CA / CS certification and MCA upload required.
Bonus, rights, ESOP, private placement, split / consolidation — allotment must be in demat only; depository corporate-action filing needed.
Planning to list — 100% promoter / pre-IPO demat, lock-in tagging, ICDR alignment, listing-day depository connectivity.
Investor wants to convert physical certificates to demat — DRF, defacement, RTA verification, and BO credit within 15 days.
Any transfer, buyback, or pledge after Rule 9A / 9B notification — must be executed in demat form only; physical transfer is invalid.
Missed PAS-6 for multiple half-years — additional fees, ROC scrutiny, possible adjudication; cleanup with retrospective filings.
Rule 9A / 9B applicability, small-co. threshold check, capital reconciliation, and 30 / 60 / 90-day demat roadmap with cost estimate.
Select RTA, board approvals, MCF + tripartite agreement, ISIN application with NSDL / CDSL, and connectivity activation.
Investor communication, DRF processing through DPs, certificate defacement, RTA verification, and credit of demat units to BO accounts.
Half-yearly PAS-6 filing, corporate-action support, transmission / nominee changes, and ongoing depository / SEBI alignment.
SRN approvals archived, demat register refreshed, retainer rolled to next half-year, threshold monitoring, and event-based filings.
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