Engagement
ISIN and demat shares for private companies
Last reviewed 07 November 2026
ISIN, RTA, demat conversion and half-yearly PAS-6.
In short
A private company that is not a small company must issue and transfer its shares only in demat form under rule 9B. Getting there means appointing a registrar and share transfer agent (RTA), signing agreements with NSDL and CDSL, obtaining an ISIN, converting existing physical shares, and then filing PAS-6 every half year.
Overview
Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules, 2014 has applied to private companies other than small companies since 30 June 2025. From then on, new shares are issued only in demat form, and shareholders must dematerialise their shares before they transfer them or subscribe to more.
The practice runs the process end to end: it checks whether the company is covered, coordinates the RTA and the depositories, prepares the board resolutions, follows up each shareholder's demat request, and files PAS-6 for every half year after that.
Once the ISIN is in place, later share transfers, allotments and rights issues happen in demat, and the practice reconciles the company's register of members with the depository records each half year. Read the background in [demat shares for private companies](/insights/demat-shares-private-company-rule-9b).
Key Deliverables
- Applicability check against the small-company limits
- RTA appointment and the tripartite agreements with NSDL and CDSL
- ISIN application and board resolutions
- Conversion of existing physical shares, shareholder by shareholder
- Half-yearly PAS-6
- Allotments and transfers in demat after the ISIN is live
Documents & E-Forms
- PAS-6
- PAS-3
- MGT-14
When to Engage
Before the next share issue, transfer or funding round, since none of these can proceed in physical form for a covered company.
Typical turnaround: Scoped in the engagement letter.
Frequently Asked
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