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The Classic Partners LLP · Secretarial

Dematerialisation of Shares

Converting a company's physical share certificates into electronic form held with a depository, a step now mandatory for most unlisted public companies and increasingly expected of private companies.

Quick answer

Dematerialisation involves a company first getting International Securities Identification Number (ISIN) registration by tying up with a depository (NSDL or CDSL) through a Registrar and Share Transfer Agent, after which shareholders surrender physical certificates through their depository participant to have equivalent electronic shares credited to their demat account. Unlisted public companies are required to hold shares only in dematerialised form for most transactions, and many private companies are moving to demat voluntarily for ease of transfer.

What we cover

What our dematerialisation service covers

Setting up the ISIN and moving existing certificates to electronic form.

  • Appointing a Registrar and Share Transfer Agent (RTA)
  • Coordinating with NSDL or CDSL to obtain an ISIN for the company's shares
  • Executing tripartite agreements between the company, RTA and depository
  • Assisting shareholders with account opening and dematerialisation requests
  • Reconciling physical share certificates surrendered against electronic credits
  • Advising on the compliance timeline applicable to unlisted public companies
Key components

Key elements of dematerialisation

Each of these needs to be in place before shares can move to electronic form.

🔢

ISIN Allotment

A unique identification number allotted to the company's shares by the depository.

🏦

Depository Participant

The intermediary through which shareholders hold and transact in dematerialised shares.

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RTA Coordination

The Registrar and Share Transfer Agent processes the actual conversion requests.

How we work

Our process

From initial consultation to completion.

1

RTA Appointment

Engaging a SEBI-registered Registrar and Share Transfer Agent for the company.

2

ISIN & Agreements

Obtaining the ISIN and executing agreements with NSDL or CDSL.

3

Shareholder Dematerialisation

Assisting shareholders in surrendering certificates and crediting demat accounts.

4

Ongoing Reconciliation

Reconciling the register of members against depository records on a regular basis.

Why choose us

Why dematerialisation is becoming mandatory

What sets our approach apart.

Unlisted public companies must comply

Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules requires most unlisted public companies to hold shares only in demat form.

Transfers are faster and more secure

Electronic shares avoid the risk of lost, forged or damaged physical certificates.

Investors increasingly expect it

Institutional investors often require demat holding as a condition of investment.

FAQs

Dematerialisation of Shares questions answered

What people ask before engaging us.

It is currently mandatory for most unlisted public companies; private companies are not yet required to dematerialise, though the requirement is expected to expand over time.
An International Securities Identification Number is a unique code allotted to a company's securities by the depository, required before shares can be held electronically.
Dematerialised shares are held in a shareholder's demat account with a depository participant, linked to either NSDL or CDSL.
Yes, re-materialisation is possible in principle, though it is uncommon and subject to the depository's process.

Need to dematerialise your company's shares?

We'll coordinate the RTA, ISIN and depository process end to end.

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