What is an ISIN, and why does your company need one?
An ISIN (International Securities Identification Number) is a unique 12-character code that identifies a security — such as your company's equity shares — in the depository system. It is allotted by NSDL or CDSL, and is the first step towards holding shares electronically in demat accounts instead of on paper certificates.
Dematerialisation used to matter only for listed companies. That changed with Rule 9A (unlisted public companies, from 2 October 2018) and Rule 9B (private companies, inserted in October 2023) of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
Rule 9B compliance date: private companies that were not small companies as on 31 March 2023 were required to comply by 30 September 2024, later extended by the MCA to 30 June 2025. If your company is covered and has not yet obtained an ISIN, it should act now.
Does this apply to your company?
- Every unlisted public company — covered under Rule 9A, irrespective of size.
- Every private company that is not a small company — covered under Rule 9B. A company is a small company only if its paid-up capital is up to ₹4 crore and its turnover is up to ₹40 crore.
- Holding and subsidiary companies are never small companies — so a private company that is a subsidiary of another company, or has a subsidiary, is covered even if its capital and turnover are tiny.
- Companies that outgrow the small-company limits must comply within 18 months from the end of the financial year in which they cease to be a small company.
- Exempt: small companies and government companies (under Rule 9B), and Nidhis, government companies and wholly owned subsidiaries (under Rule 9A).
Not sure whether you are a small company? Send us your latest audited balance sheet — we confirm applicability free of charge.
What happens without an ISIN?
- The company cannot issue new securities — no fresh allotment, rights issue, bonus issue or buy-back — until the holdings of its promoters, directors and key managerial personnel are fully dematerialised.
- Shareholders cannot transfer their shares — a holder of physical shares must dematerialise them before any transfer.
- New investors cannot subscribe — anyone subscribing to securities must hold their existing securities in demat form first. This is a common deal-breaker discovered during fundraising due diligence.
- Penalties under the Companies Act may be imposed on the company and its officers for non-compliance with the Rules.
Documents required for ISIN
Company documents
- Certificate of Incorporation, MoA and AoA
- Board resolution for demat, RTA appointment and authorised signatories
- Audited financial statements of the last two years
- Net worth certificate from a Chartered Accountant
- Latest list of shareholders with certificate and distinctive numbers
- Company PAN, GST certificate and cancelled cheque
From shareholders (for demat of shares)
- Demat account with any Depository Participant (CML copy)
- Original physical share certificates
- Dematerialisation Request Form (DRF) signed by the holder
- PAN and KYC matching the company's register of members
ISIN and dematerialisation process
Applicability check & board resolution Week 1
We confirm whether Rule 9A or 9B applies, then draft the board resolution approving dematerialisation and appointment of the RTA.
Appoint a Registrar & Transfer Agent Week 1
A SEBI-registered RTA is appointed to act as the link between the company and the depositories. We help you compare and engage one.
Tripartite agreement Week 1–2
A tripartite agreement is signed between the company, the RTA and the depository — NSDL, CDSL or both.
ISIN application Week 2–4
The master creation form and supporting documents are submitted through the RTA. The depository allots the ISIN and activates it for your equity shares.
Shareholders open demat accounts In parallel
Promoters, directors and other shareholders open demat accounts with any Depository Participant if they do not already have one.
Dematerialisation of physical shares Week 4–6
Each shareholder submits the DRF with original certificates to their DP. The RTA verifies the request and the shares are credited electronically.
Ongoing compliance — PAS-6 Half-yearly
A reconciliation of share capital audit report is filed in Form PAS-6 within 60 days of each half-year end, certified by a practising CS or CA.
ISIN & demat plans
ISIN Only
ISIN for equity shares with one depository.
+ depository & RTA fees
Choose ISIN Only- Applicability check
- Board resolutions
- RTA appointment support
- Tripartite agreement
- ISIN application & follow-up
ISIN + Demat
Complete Rule 9A / 9B compliance.
+ depository & RTA fees
Choose ISIN + Demat- Everything in ISIN Only, plus:
- ISIN with both NSDL and CDSL
- Demat support for up to 5 shareholders
- DRF preparation & coordination with DPs
- First PAS-6 filing
Annual Care
Demat compliance handled every year.
per year + govt. fees
Choose Annual Care- Two PAS-6 filings a year
- Corporate action support for allotments
- Demat support for new shareholders
- RTA and depository coordination
Prices are professional fees, exclusive of GST. Depository joining and annual custody fees, RTA charges and stamp duty are payable to the respective agencies at actuals — we share their current fee schedule in your quote.
ISIN & dematerialisation — common questions
Is ISIN mandatory for a Private Limited Company?
Yes, for every private company that is not a small company. A small company is one with paid-up capital up to ₹4 crore and turnover up to ₹40 crore, and which is neither a holding nor a subsidiary company. Such small companies are exempt from Rule 9B.
My company is tiny, but it is a subsidiary of another company. Are we covered?
Yes. A holding or subsidiary company cannot be a small company, whatever its capital and turnover. It must therefore obtain an ISIN and dematerialise its shares.
How long does it take to get an ISIN?
Typically two to four weeks from the date complete documents are submitted through the RTA, depending on the depository's processing time.
Should we register with NSDL, CDSL or both?
One depository is legally sufficient. However, if your shareholders hold demat accounts with participants of both depositories, admitting the security with both avoids inconvenience. We advise based on your shareholder base.
What is Form PAS-6?
PAS-6 is a half-yearly Reconciliation of Share Capital Audit Report that every company covered by Rule 9A or 9B must file with the ROC within 60 days from the end of each half-year, certified by a practising Company Secretary or Chartered Accountant.
Do all shareholders have to dematerialise their shares immediately?
Promoters, directors and key managerial personnel must dematerialise their entire holding before the company makes any new issue or buy-back. Other shareholders must do so before they transfer their shares or subscribe to new ones.