Transmission of Shares After Death of a Shareholder (2026 Rules)

When a shareholder dies, their shares do not pass automatically to the family. They have to be formally transmitted into the name of the surviving holder, the nominee, or the legal heirs — and until that happens, nobody can sell them, dematerialise them, or receive the dividends.

From 22 August 2026 the rules for doing that changed substantially. This guide sets out the new SEBI framework, which route applies to your situation, what happens when there is no nominee, exactly which documents are needed, how long it is supposed to take against how long it actually takes, and how the shares are converted to demat afterwards.

What Is the SEBI Circular on Transmission of Shares for 2026?

It is circular HO/38/13/11(14)2026-MIRSD-POD/I/17111/2026, dated 23 July 2026, titled Ease of Doing Investment and Ease of Doing Business — Simplification and standardisation of the framework for transmission of securities. It takes effect thirty days from issue, which is 22 August 2026, and it applies to listed companies, registrars and transfer agents, depositories, depository participants and asset management companies.

The framework creates two distinct levels of relief, and the thresholds are not interchangeable. The small Quick Transmission Processing limits apply to the fast-track route; the much larger limits apply to the broader simplified-documentation route.

The simplified-documentation limits have doubled — from ₹5 lakh for physical holdings and ₹15 lakh for demat holdings. Value is generally determined using the previous closing price on a recognised stock exchange, and an issuer may set a higher limit than the prescribed one at its own discretion. The circular also standardises the paperwork: model forms for the transmission request, the QTP request, the indemnity bond and the affidavit-cum-NOC are annexed to it, so a registrar should no longer be inventing its own format.

What Are the SEBI Guidelines for Transmission of Shares?

The governing provision is Regulation 40(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, read with Section 56 of the Companies Act, 2013 — and the 2026 circular is the current operating instruction underneath it. Three standing rules matter more than anything else in practice.

• Shares are credited in demat form only. There is no longer a route that ends with a paper certificate in your own name.
• The registrar must give written reasons for any rejection or delay, rather than returning a file without explanation.
• A transmission is not a transfer, so no transfer deed and no stamp duty on the transmission itself.

Quick Transmission Processing: Who Qualifies

QTP is a reduced-documentation route for very small claims by specified immediate relatives: parents, spouse, children and parents-in-law. The claimant submits the standard transmission request together with a form-cum-undertaking and proof of relationship, such as a birth or marriage certificate.

Be clear about what QTP does not mean. It does not remove the death certificate, the proof of relationship, or KYC and demat requirements. It does not extend to distant relatives, and it cannot be used to push through a disputed or competing claim. It is a lighter paperwork route for small, genuine, uncontested claims — nothing more. On a holding worth more than ₹10,000 in physical form it does not apply at all, and most old certificates are worth far more than that today.

Probate and PAN: What Actually Changed

This is widely misreported, so it is worth stating precisely.

Probate is no longer mandatory in every case. For an uncontested claim, entitlement can be established through the transmission request form, death certificate, proof of relationship, nomination details, legal-heir proof, a combined affidavit-cum-NOC, and an indemnity where prescribed. Above the threshold, the circular allows a will with a notarised indemnity bond, or a legal heirship certificate with a notarised indemnity bond, as alternatives to a court instrument. But where a will is disputed, the heirs disagree, or the registrar cannot safely rely on what has been submitted, a succession certificate, letters of administration or a court decree may still be required. SEBI removed the blanket requirement for probate — it did not remove the need to prove entitlement where entitlement is uncertain.

PAN is no longer required as a separate transmission document. That is not the same as saying no KYC is needed. You may still have to provide identity and address information, KYC documents where the claimant is not already compliant, demat account details, a client master list, and guardian documents for a minor.

The Combined Affidavit-cum-NOC

Previously you often needed two documents: an affidavit identifying the heirs and asserting the claimant’s ownership, and a separate no-objection certificate from heirs who were not claiming. These are now combined into a single affidavit-cum-NOC, in a model format annexed to the circular.

It should identify the deceased, the folio or certificate details, the date and place of death, the claimants and their relationship, the full list of surviving legal heirs, who the securities should go to, the consent or relinquishment of the non-claiming heirs, and an undertaking that the information is true. Where one heir is receiving the shares and the others are giving up their claim, the non-claiming heirs sign the no-objection portion.

What Do You Mean by Transmission of Shares?

Transmission of shares is the passing of ownership by operation of law — on the death, insolvency or legal incapacity of the registered holder — to the surviving joint holder, the registered nominee, or the legal heirs. Nobody signs the shares over; the entitlement already exists in law, and the registrar’s job is to verify it and update the register.

That is why there is no transfer deed, no consideration and no stamp duty on the transmission itself. It is also why the paperwork is about proving who you are rather than about executing a bargain, and why a file with a gap in it simply stops rather than completing on trust.

What Do You Mean by Transfer of Shares?

A transfer of shares is a voluntary act between living parties — a sale, a gift or any other deliberate handover — executed on a transfer deed and, for physical shares, attracting stamp duty. The two words are often used interchangeably, including by people who should know better, and choosing the wrong one is the most common reason a first application comes back rejected.

How to Transfer Shares After Death of Shareholder?

You do not transfer them — you transmit them, by submitting a transmission request to the company’s registrar with proof of death and proof of your entitlement, after which the shares are credited to your demat account. Almost everything about how hard that will be depends on which of these three situations you are in.

What If There Is No Nominee?

This is the most common situation with old physical certificates, because nomination was not routinely registered decades ago. It is not a dead end — it simply means entitlement has to be proved rather than assumed.

Where there is no nominee and no surviving joint holder, the legal heirs establish their claim through the transmission request form, the death certificate, proof of relationship and legal-heir status, and a combined affidavit-cum-NOC signed by the heirs who are not claiming. Under the 2026 framework, claims within ₹10 lakh per listed company for physical shares can go through simplified documentation without probate, provided the claim is genuine and uncontested. Above those limits, or where heirs disagree, expect to need a succession certificate or legal heir certificate, letters of administration, or probate of the will.

The Process, Step by Step

• Identify the registrar (RTA). Check the share certificate, an old dividend warrant, or the company’s investor relations page. KFin Technologies, MUFG Intime and CAMS handle most listed companies.
• Confirm how the shares were held — single, joint, or with a nomination registered. This determines your route.
• Obtain the current transmission form from that registrar, in the post-22-August format.
• Establish the value of the holding, since it decides whether QTP, simplified documentation, or full succession documents apply.
• Assemble the documents for your category and have them notarised or attested as required.
• Open a demat account in the claimant’s name if there isn’t one — shares can no longer be transmitted in physical form.
• Submit the complete application to the registrar, and keep a full copy.
• Respond promptly to any deficiency raised. Most delays are caused by slow replies to queries, not by the registrar.

Converting the Deceased’s Physical Shares to Demat

A point that confuses almost everyone: you cannot dematerialise shares that are still in the deceased’s name. The order is fixed — transmission first, dematerialisation second.

The sequence is: open a demat account in the claimant’s own name, complete the transmission so the shares are registered to the claimant, then submit a dematerialisation request form with the physical certificates through your depository participant. The certificates are surrendered and the shares credited electronically. Our guide to dematerialising old physical certificates covers that second stage, and the register of SEBI circulars on physical shares tracks every rule change that affects it.

What Documents Are Needed to Transmit Shares?

At minimum: the transmission request form, a notarised or attested death certificate, the original share certificates, proof of your relationship to the deceased, and your KYC and demat account details. What gets added on top of that depends on whether there is a nominee and how much the holding is worth.

• Transmission request form in the registrar’s current format — always download the latest version rather than reusing an old one, and after 22 August 2026 that means the new standardised form.
• Death certificate of the shareholder. Registrars normally require a notarised or attested copy, not a plain photocopy; some accept a copy attested by a gazetted officer or the issuing authority.
• Original share certificates. If they are lost, a duplicate has to be issued first — a separate process that runs in parallel.
• Proof of relationship — birth certificate, marriage certificate, or other officially acceptable evidence.
• Legal-heir proof where there is no nominee: legal heir certificate, succession certificate, probate or letters of administration as applicable.
• Combined affidavit-cum-NOC from heirs who are not claiming, in the annexed model format.
• Indemnity bond in the prescribed format, notarised where the claim exceeds the simplified-documentation threshold.
• KYC and demat details of the claimant, including the client master list, since shares are credited electronically.

Can I Transmit Shares Without a Succession Certificate?

In most ordinary cases, yes. Where there is a surviving joint holder or a registered nominee, no succession document is needed at all. Where there is no nominee, the 2026 framework allows simplified documentation up to ₹10 lakh per listed company for physical shares and ₹30 lakh per beneficial owner for demat holdings, on an affidavit-cum-NOC and an indemnity rather than a court instrument.

A succession certificate becomes necessary when the value crosses those limits and no acceptable alternative is produced, when the heirs do not agree, when a will is contested, or when the registrar cannot establish entitlement from what has been filed. It is obtained from the district court with jurisdiction over the deceased’s place of residence or where the assets are held, and the procedure, court fee and timeline vary by state — Delhi is not Gujarat, and Gujarat is not Maharashtra.

How Long Does It Take for Transmission of Shares?

The law now says 21 calendar days from the date the registrar receives a complete set of documents, with written reasons required for any rejection or delay. That is the number to hold a registrar to, and it is a genuine improvement.

It is also not the number most families experience. Across the 2,000-plus claims we have handled, the elapsed time from a family first contacting us to shares appearing in a demat account has averaged closer to two years — because the 21-day clock only starts once the file is complete, and almost nothing in this process is inside the registrar’s control until then.

The time goes on obtaining a notarised death certificate, tracing a company that has merged or changed its name twice since the certificate was printed, getting scattered heirs to sign one affidavit, replacing lost certificates through a separate duplicate-issue process, or waiting on a succession certificate from a district court. Then there is the part nobody mentions: throughout all of it you cannot sell. The holding is frozen in a dead person’s name while the market does whatever it does. That is the real cost of a slow transmission, and it is why the difference between a file that is right first time and a file that comes back twice is measured in years, not weeks.

Is Transmission of Shares Taxable?

No — inheriting shares is not itself a taxable event in India, because there is no inheritance or estate tax and the transmission involves no consideration. You do not pay tax at the moment the shares are credited to your demat account.

Tax arises when you sell. The holding period and the original cost of acquisition carry over from the deceased, so the period they held the shares counts towards yours, and capital gains are calculated from what they paid — not from the value on the date of death. For certificates bought decades ago, that usually means the entire gain is long-term. Where the original purchase price cannot be established, the fair market value as at 31 January 2018 becomes relevant for shares acquired before that date. Dividends received after transmission are taxed in the heir’s hands as ordinary income. Confirm the computation with your own tax adviser before selling a large holding.

What If the Certificates Are Lost, or the Shares Have Already Gone to the IEPF?

Both are common, and both are solvable — they simply add a second process alongside the transmission rather than replacing it.

Lost certificates. A duplicate has to be issued before or alongside the transmission claim. That involves informing the registrar, a loss declaration or police report where required, newspaper notices if directed, and an indemnity. Since December 2025 the duplicate-issue threshold for simplified documentation is ₹10 lakh, and duplicates are issued in demat form only.

Shares already in the IEPF. Where dividends went unclaimed for seven consecutive years, the shares will have been transferred to the Investor Education and Protection Fund. The claim then has two halves that must both be completed: the transmission into the heir’s name, and an IEPF recovery through Form IEPF-5, which carries its own indemnity bond requirements. Doing them in the wrong order is one of the most expensive mistakes in this area.

If you are not yet sure what the deceased actually held, start with how to find the shares of a deceased person before opening a transmission file.

Transmission vs transfer — the difference decides your entire paperwork

These two words are used interchangeably in conversation and they are not interchangeable in law. Choosing the wrong one is the most expensive mistake at the start of a case, because the document set, the stamp duty and even whether the thing is permitted at all are different.

Share certificate transmission: what happens to the physical paper

If you are holding the deceased holder’s certificate, the question that follows is a practical one: does the paper get reissued in your name, do you keep it, or does it go back to the company?

The certificate is surrendered and it is not replaced with paper. Once the share transmission is approved, the original certificate is cancelled and the holding is credited to the heir’s demat account. There is no version of this process that ends with a new certificate bearing your name.

In practice the share transmission process runs in this order:

• The original certificate is lodged with the registrar along with the transmission request
• Entitlement is established — nomination, will, or the applicable succession document
• The registrar verifies and cancels the original certificate
• The holding is credited to the demat account named in the request

The demat account must already exist and be active before you file. It is required in the request itself, and opening one has its own KYC that can take weeks. Applications routinely stall at this step after everything harder has already been completed.

If the certificate itself is missing

Two procedures then stack, and the order is fixed: the duplicate is issued first, and the transmission follows. You cannot transmit a holding whose certificate cannot be produced, and you cannot obtain the duplicate in the heir’s name before entitlement is established.

This is the single most common reason an inherited holding sits untouched for years — the family attempts one procedure, is asked for a document that belongs to the other, and stops. The duplicate certificate process is set out here, including what changed in December 2025.

If the shares have already gone to the IEPF

Where dividends went unclaimed for seven consecutive years, the shares will have transferred to the Investor Education and Protection Fund — and share transmission alone will not bring them back. The entitlement has to be established first, then claimed from the IEPF Authority in Form IEPF-5. That route is described here.

Common Mistakes That Cause Delays

• Using an outdated transmission form — particularly now, when the standardised post-22-August formats have just replaced the old ones.
• Submitting a plain photocopy of the death certificate instead of a notarised or attested one.
• Assuming probate is always needed — or assuming it is never needed now.
• Applying to transfer the shares rather than to transmit them.
• Missing signatures from one heir on the affidavit-cum-NOC.
• Trying to dematerialise before completing transmission.
• A name on the certificate that does not match the death certificate or the claimant’s identity documents — which is a name deletion or correction job in its own right.
• Not checking whether the shares were already transferred to the IEPF.

Who Can Help With This?

Most families come to this at a difficult time, with incomplete paperwork and certificates from a company that may since have merged or changed its name. Shares Recover handles the whole matter: identifying the registrar, establishing which route applies under the new framework, preparing and vetting the affidavit-cum-NOC, indemnity and succession documentation, arranging duplicate certificates where the originals are lost, completing transmission and dematerialisation, and recovering the holding from the IEPF where it has already gone there.

Zero advance — you pay only once the shares are credited to your demat account. There is no token fee, no consultation fee and no retainer, and this applies whether you are in India or an NRI managing it from overseas.

If you have found old certificates in a family member’s name, send us the details and we will tell you what is there and how to claim it.

Frequently Asked Questions

When do the new SEBI transmission rules come into force?
22 August 2026. SEBI circular HO/38/13/11(14)2026-MIRSD-POD/I/17111/2026 is dated 23 July 2026 and takes effect thirty days from issue. Claims filed from that date use the new standardised forms and the revised thresholds.

What is the difference between transfer and transmission of shares?
A transfer is voluntary — a living shareholder sells or gifts the shares on a transfer deed, and stamp duty applies. A transmission happens by operation of law on death, insolvency or incapacity, is initiated by the nominee, survivor or legal heir alone, uses a transmission request form rather than a transfer deed, and attracts no stamp duty.

What happens if there is no nominee?
The legal heirs claim instead. You establish entitlement through the transmission request form, death certificate, proof of relationship and legal-heir status, and a combined affidavit-cum-NOC signed by the heirs who are not claiming. Under the framework effective 22 August 2026, physical claims up to ₹10 lakh per listed company can go through simplified documentation without probate, provided the claim is uncontested.

What happens to jointly held shares when one holder dies?
They continue in the surviving holder’s name. This is the simplest route: the survivor submits a transmission request with a notarised death certificate, and no succession documents are needed. The shares are then held by the survivor alone, who can add a nominee.

Do I need a notarised death certificate?
Usually yes. Most registrars require a notarised or attested copy rather than a plain photocopy. Some accept a copy attested by a gazetted officer or by the issuing authority. Confirm the exact requirement with the registrar before you post the file.

Do I still need PAN for transmission of shares?
PAN is no longer required as a separate transmission document under the 2026 framework. That does not remove KYC: you may still need identity and address proof, KYC documents where the claimant is not already compliant, demat account details and a client master list.

How do I convert a deceased person’s physical shares to demat?
You cannot dematerialise shares still registered in the deceased’s name. Complete the transmission first so the shares are in the claimant’s name, then submit a dematerialisation request form with the physical certificates through your depository participant.

Can shares be transferred after death without a succession certificate?
Often yes. Where there is a surviving joint holder or a registered nominee, no succession document is needed. Where there is no nominee, the 2026 framework allows simplified documentation up to ₹10 lakh per listed company for physical shares and ₹30 lakh per beneficial owner for demat holdings. Above those limits, or where heirs disagree, a succession certificate, letters of administration or a court decree may still be required.

How long does transmission of shares take?
Under the 2026 framework the registrar must process the request within 21 calendar days of receiving all required documents, with written reasons for any delay or rejection. The longer part is usually assembling the documents beforehand — particularly a succession certificate, which is a court process.

What is Quick Transmission Processing?
A fast-track route for very small claims by immediate relatives — parents, spouse, children and parents-in-law — covering physical securities up to ₹10,000 and demat holdings up to ₹30,000. It reduces paperwork but still requires the death certificate, proof of relationship and KYC.

Is transmission of shares taxable?
No. Inheriting shares is not a taxable event in India and no tax is due when the shares are credited. Tax arises only on sale, and the deceased’s holding period and original cost of acquisition carry over to the heir for the capital gains computation.

Can I sell the shares after transmission?
Yes, once transmission and dematerialisation are both complete and the shares sit in your demat account. Shares still registered in a deceased person’s name cannot be sold, pledged or transferred.

How do I get a succession certificate for physical shares?
From the district court with jurisdiction over the deceased’s place of residence or where the assets are held. The procedure, court fee and timeline vary by state, so the process in Delhi differs from Gujarat or Maharashtra. It is generally needed only for larger or contested claims under the 2026 rules.

What if the original share certificates are lost?
A duplicate has to be issued before or alongside the transmission. That involves informing the registrar, a police report or loss declaration where required, newspaper notices if directed, and an indemnity. It runs in parallel with the transmission claim.

What if the shares were already transferred to the IEPF?
Where dividends went unclaimed for seven consecutive years, the shares are transferred to the Investor Education and Protection Fund. The claim then involves both transmission to the legal heir and an IEPF recovery through Form IEPF-5. Both have to be completed.