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The loss of a loved one is a difficult time, and dealing with financial and legal matters such as transferring shares can add to the stress. Many investors still hold shares in physical form, particularly if the investments were made decades ago. When the shareholder passes away, these physical share certificates must be legally transferred to the rightful heir or beneficiary before they can be sold or converted into electronic (Demat) form.
This process involves legal formalities, verification of documents, and compliance with company and regulatory requirements. This guide explains the entire procedure in a step-by-step manner, along with the documents needed and key points to keep in mind.
When a shareholder passes away, the ownership of their shares does not transfer automatically to the heir. The transfer can only happen after the legal heirs or nominees complete the company’s prescribed procedure. The process differs slightly depending on whether the deceased had registered a nominee or not.
If a nominee is registered: The process is simpler, as the shares can be transmitted directly to the nominee’s name after completing the required formalities.
If no nominee is registered: The legal heirs will need to prove their entitlement through succession documents such as a succession certificate, probate of will, or letter of administration.
Before you begin the transfer process, it helps to understand some common terms:
Transmission of Shares: Transfer of ownership by operation of law (in cases of death) without a sale or consideration.
Nominee: A person registered with the company to receive shares upon the shareholder’s death.
Legal Heir: A person entitled to inherit the deceased’s assets in the absence of a nominee, as per applicable succession laws.
The process varies depending on whether a nominee is registered, but generally involves the following steps:
The first requirement is an original or attested copy of the shareholder’s death certificate issued by the municipal authority or other competent body. This document must be submitted to the company or its registrar.
Review the share certificate or contact the company’s Registrar and Transfer Agent (RTA) to confirm whether a nominee is registered for the holding.
If a nominee is present: The nominee will need to submit a request for transmission along with supporting documents.
If no nominee is present: The process will involve legal succession documents, which take more time to obtain.
Most companies and RTAs provide a transmission request form (TRF). This form must be filled with details such as:
Folio number
Certificate number(s)
Distinctive number(s) of shares
Name(s) of the deceased and the claimant(s)
Original share certificates
Duly filled and signed TRF
Death certificate of the shareholder (original or attested copy)
Self-attested PAN card of the nominee
Address proof of the nominee (Aadhaar, passport, voter ID, etc.)
Bank account proof (cancelled cheque or bank statement)
All documents required in nominee case
Succession certificate from a court, or
Probate of will, or
Letter of administration issued by a competent court
No Objection Certificates (NOCs) from other legal heirs, if applicable
Legal heir certificate issued by a competent authority (sometimes required in addition to the succession documents)
The completed TRF and documents must be submitted to the company’s RTA. Popular RTAs in India include KFin Technologies, Link Intime, and Computer Age Management Services (CAMS).
The RTA will verify the authenticity of the documents and ensure that all legal requirements are met. If there are any discrepancies, the claimant will be informed for rectification.
Once verified, the shares will be transmitted to the claimant’s name. A new share certificate will be issued in their name, or the shares can be directly dematerialised if requested.
Understanding the expected duration helps in better planning:
With nominee: Typically 2–4 weeks after complete document submission
Without nominee: Can take 2–6 months depending on the time taken to obtain succession documents from the court
These timelines are indicative and can vary based on company procedures and the complexity of the case.
Keep these factors in mind to avoid complications later:
Dematerialisation after Transfer: Once physical shares are transferred, it is advisable to convert them into Demat form for easier management and to comply with SEBI’s requirements for electronic trading.
Multiple Claimants: If there are multiple heirs, ensure that all consents, signatures, and NOCs are obtained to prevent disputes.
Unclaimed Dividends: Check if any dividends are pending on the shares and apply for their release after the transfer.
Shareholder’s Liabilities: If the deceased had pledged the shares or they were under lien, these matters must be resolved before transfer.
These issues often cause applications to be held up or declined:
Submission of incomplete forms or missing signatures
Name mismatch between documents and share certificates
Expired or invalid succession documents
Discrepancies in legal heir details
Damaged or illegible share certificates
Taking a few proactive steps can help you avoid unnecessary delays:
Ensure all documents are complete and attested where necessary before submission
Engage with the RTA to clarify doubts before filing
If no nominee exists, initiate the succession certificate process early to avoid delays
Keep multiple copies of all documents for reference and follow-ups
Be aware of the typical charges you may face during transmission:
Nominee transmission: Generally no transfer fees are charged, but nominal charges may apply for new certificate issuance
Legal heir transmission: Court fees for succession certificate, legal fees if hiring an advocate, and nominal RTA charges for processing
Transferring physical share certificates of a deceased family member in India is a formal process governed by company law and succession rules. While having a registered nominee simplifies the procedure, cases without a nominee require legal documentation such as a succession certificate. By understanding the process, preparing documents in advance, and maintaining clear communication with the company’s RTA, you can ensure a smooth and legally compliant transfer.
This content is for informational purposes only and the same should not be construed as investment advice. Bajaj Finserv Direct Limited shall not be liable or responsible for any investment decision that you may take based on this content.
Transmission refers to the change in ownership due to death, insolvency, or similar circumstances without any sale or consideration, whereas transfer involves a voluntary sale or gift.
No, it is not mandatory, but having a nominee simplifies the process for heirs and avoids the need for succession documents.
Yes, once the shares are transmitted to the heir, they can request the RTA to dematerialise them directly into their Demat account.
The time varies depending on the court’s workload and case complexity, but it generally takes between two to six months.
If there is no consensus among heirs, the RTA may keep the transmission on hold until the dispute is resolved through a court order.
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