India: Dematerialisation Requirements for Private Limited Companies

The Ministry of Corporate Affairs issued a notification on 27 October 2023 requiring private limited companies to dematerialise all existing securities and issue new securities only in dematerialised form. This applies to all private companies except small companies and government companies. The compliance deadline was extended to 30 June 2025. Companies must also file a recurring half‑yearly return with the Registrar of Companies to report dematerialised securities.

Key changes and requirements

Companies must appoint a registrar and transfer agent and obtain an International Securities Identification Number before converting securities. Shareholders must open dematerialised accounts with a depository participant. Companies must support this process.

Companies must submit resolutions, organisational documents, financial statements, and other items to the registrar and transfer agent when applying for the International Securities Identification Number. Once issued, companies must submit Form PAS‑6 within 60 days of each half‑year period.

Non‑compliance may result in penalties for companies and individuals. The initial penalty is INR 10,000 (approx. USD 115). A continuing contravention results in an additional daily penalty of INR 1,000 (approx. USD 15). The maximum penalty is INR 200,000 for companies (approx. USD 2,265) and INR 50,000 for individuals (approx. USD 565).

How can we help?

We can help identify the documents companies need at each stage of the dematerialisation process. We can also help coordinate updates, prepare filings and liaise with registrars and transfer agents. We can monitor ongoing reporting obligations and deadlines through the GEMS platform.

Contact

Please contact your dedicated Computershare Relationship Manager or send an email to #GLCGSGECNetworkManagement@computershare.com for more information about how Computershare may assist you in responding to these new requirements.

Disclaimer: This notice is provided by Computershare for general informational purposes only and is not intended and should not be construed as legal, regulatory, financial or tax advice. Computershare is not licensed or authorized to practice law in any jurisdictions and hence does not provide any legal advice and it does not hold itself out as doing so. Neither Computershare nor any of its affiliates or contributors accept any responsibility or liability for the quality, accuracy or completeness of any information contained in this notice. It is important that you seek independent professional advice relating to the subject matter of this notice before relying on it.