Dematerialisation of Shares — Converting Physical Share Certificates to Electronic Form.
MCA has mandated dematerialisation for private companies above prescribed thresholds. We manage the ISIN, RTA appointment, depository agreement, certificate conversion, and compliance filings end to end.
Contact UsDematerialisation (demat) is the process of converting physical share certificates into electronic form held in a demat account with a depository — either NSDL (National Securities Depository Limited) or CDSL (Central Depository Services Limited). For listed companies, demat has been mandatory for decades. The Ministry of Corporate Affairs has extended this requirement to private companies (other than small companies, as defined from time to time) through phased notifications, making demat compliance a significant new obligation for many private limited companies.
The process begins with obtaining an International Securities Identification Number (ISIN) for the company's securities through a recognised depository, after appointing a SEBI-registered Registrar and Transfer Agent (RTA) and executing agreements with NSDL or CDSL. Shareholders must open Beneficiary Owner (BO) demat accounts if they do not already hold them, and then initiate demat requests to surrender their physical certificates for electronic credit.
Post-conversion, the company must maintain ongoing demat compliance — periodic status declarations to MCA and SEBI as prescribed. Companies that do not comply by the applicable deadline face restrictions on further share transfers. We assess applicability, set up the demat infrastructure (ISIN, RTA, depository agreements), manage shareholder communication, oversee the certificate conversion, and support ongoing demat compliance.
Our Dematerialisation Services
Demat Applicability Review
Confirming statutory applicability of the mandatory demat requirement based on the company's classification and size.
ISIN Procurement
Applying for an International Securities Identification Number (ISIN) through a recognised depository (NSDL or CDSL).
RTA Appointment
Coordinating the appointment of a SEBI-registered Registrar and Transfer Agent for the company.
Depository Agreement Execution
Assisting in executing the tripartite agreement with NSDL or CDSL for admission of the company's securities.
Shareholder Communication
Preparing and issuing notices to shareholders on the mandatory demat requirement and the conversion process.
Certificate Surrender & Conversion
Managing physical certificate surrender, DRN generation, and confirmation of electronic credit in shareholder demat accounts.
Board Resolutions & MCA Filings
Preparing authorising resolutions and filing required MCA compliance forms within prescribed timelines.
Ongoing Demat Compliance
Supporting annual demat status declarations and compliance with subsequent MCA and SEBI circulars.
Our Process
Applicability Check
We confirm that the company falls within the mandatory demat category and determine the applicable compliance timeline.
ISIN & RTA Setup
ISIN obtained through NSDL or CDSL; SEBI-registered RTA appointed and depository agreements executed.
Shareholder Communication
Shareholders notified to open demat accounts (where not already held) and instructions on surrendering physical certificates issued.
Certificate Conversion
Physical certificates surrendered and Demat Request Numbers (DRNs) generated; electronic credits confirmed in shareholder BO accounts.
Compliance Declaration
Post-conversion compliance filings made with MCA and SEBI; demat status confirmed across all shareholders.
Why It Matters
Frequently Asked Questions
Ready to dematerialise your company's shares?
We'll confirm applicability, set up your ISIN and RTA, coordinate shareholder conversions, and handle all MCA compliance filings.
