Skip to main content

Sebi / Capital Markets

How to Transfer Shares After a Holder's Death Under SEBI's 2026 Rules

Work out which documents you need to claim a deceased holder's shares or fund units under SEBI's July 2026 transmission framework, from the QTP route for small claims to the ₹30 lakh demat and ₹10 lakh physical limits.

Share

How to Transfer Shares After a Holder's Death Under SEBI's 2026 Rules

When a shareholder dies, the shares do not pass to the family by sale or gift. They pass by transmission of shares after death, and since 22 August 2026 every listed company, registrar, depository participant and mutual fund house has to follow one standard SEBI process for it. What you must submit now depends on three things: whether there was a nominee, whether you are a close relative, and the market value of the holding you are claiming.

For small claims by a spouse, child or parent, a plain-paper form and proof of relationship are enough. Up to ₹30 lakh in a demat account, or ₹10 lakh for physical certificates and mutual fund statements, the court papers are no longer needed. An indemnity bond and a no-objection affidavit from the other legal heirs take their place. Above those limits you still need a will, a legal heirship certificate or a court document.

The circular that sets the rules

The framework comes from SEBI's circular on simplification and standardisation of the framework for transmission of securities, dated 23 July 2026 (HO/38/13/11(14)2026-MIRSD-POD/I/17111/2026). It took effect 30 days after issue, which is 22 August 2026. Claims lodged before that date are also to be processed under the new framework where possible, and the entity cannot ask you to resubmit documents you already gave just because the formats changed.

It covers listed securities and mutual fund units held with an AMC when a sole holder dies, or when all joint holders have died. All listed companies, registrars and transfer agents (RTAs), depositories, depository participants (DPs) and AMCs must use the same forms and the same document grid. The forms and the grid are annexed to the full text of the circular (PDF), and each entity is expected to keep them on its website and at its office.

One limit applies from the start. The simplified routes do not apply where the heirs disagree or someone else has a competing claim. A disputed estate still goes through a court or other legal proceeding first.

Three situations that need almost no paperwork

A surviving joint holder

If the deceased held the shares jointly and at least one joint holder is alive, the survivor simply becomes the holder. This continues under clause 23 of Table F in Schedule I, read with sections 56(2) and 56(4)(c) of the Companies Act, 2013, subject to the company's articles, as the circular confirms. The entity may ask only for a copy of the death certificate. It cannot demand fresh KYC, an indemnity or an undertaking from the survivor.

A registered nominee

Where the account or folio has a nominee, the nominee submits the transmission request form (Annexure-3) and a verifiable death certificate. Add the latest client master list (CML) of the nominee's own demat account and, for physical holdings, the original share certificate or mutual fund statement of account. Once the entity transfers the securities to the nominee, it is fully discharged.

The nominee holds the securities as a trustee for the legal heirs. Nomination decides who receives the shares from the company or DP, not who finally owns them under succession law. If one of several nominees died before the holder and the nomination was never updated, that nominee's share goes to the surviving nominees in proportion.

A small claim by a close relative

Quick Transmission Processing (QTP) is the new fast lane. It is open only to immediate relatives, which the circular limits to parents, spouse, children and parents-in-law. A brother, a grandchild or a nephew cannot use it, whatever the amount.

For QTP you submit the common documents plus a transmission request form-cum-undertaking on plain paper (Annexure-2) and proof of relationship, such as a birth certificate, marriage certificate or Aadhaar. If no such document exists, a notarised affidavit in the format given as Annexure-B to that form is accepted. No indemnity bond and no affidavit from other heirs is needed.

Which category your claim falls into

When there is no nominee and no surviving joint holder, the value of the claim decides the documents. The circular sets these thresholds:

How the securities are heldQuick Transmission ProcessingSimplified documentationAbove threshold
Demat accountUp to ₹30,000, per beneficial ownerUp to ₹30 lakh, per beneficial ownerMore than ₹30 lakh
Physical certificates, or mutual fund units in statement of account formUp to ₹10,000, per listed company or per AMCUp to ₹10 lakh, per listed company or per AMC (a company may raise this)More than ₹10 lakh

You work out the value yourself, using the previous closing price on any recognised stock exchange. For mutual fund units, use the last available NAV. Note how the limits are applied. For physical shares, each listed company is tested separately, and each AMC is tested separately for units in statement form. For a demat account, the limit applies per beneficial owner, so you add up everything in that account.

Documents for each route, side by side

Every claim without a nominee starts with the same four items: the transmission request form, the latest CML of the claimant's demat account, a verifiable death certificate, and the original certificate or statement of account for physical holdings. The additional papers depend on the category.

CategoryAdditional documentsNotarised papers needed
QTPPlain-paper form-cum-undertaking (Annexure-2) and proof of relationshipNone, unless you use the relationship affidavit
SimplifiedIndemnity bond (Annexure-4), plus either an affidavit-cum-NOC from all legal heirs (Annexure-5) or a family settlement deedIndemnity bond and affidavit notarised; a settlement deed attested by a notary, gazetted officer, magistrate, judge or civil court
Above thresholdAffidavit-cum-NOC (Annexure-5) plus one of: a copy of the will with an indemnity bond; a legal heirship certificate from a revenue authority not below the rank of Tehsildar with an indemnity bond; or a succession certificate, letter of administration or court decreeAffidavit and indemnity bond notarised

Court-issued documents carry their own weight. If you produce a succession certificate, probate, letter of administration or court decree, the entity cannot also insist on the indemnity bond or the no-objection affidavit from the heirs who are not claiming.

Indemnity bonds and affidavits-cum-NOC go on non-judicial stamp paper of the value required under the Stamp Act of the State where the claimant lives. Where a nominee, claimant or legal heir is a minor, add proof of age (birth certificate, school leaving certificate, passport or Aadhaar) attested by the guardian, and the guardian's KYC.

For above-threshold claims the entity may ask for something more, but only after recording its reasons in writing, and it must treat similar cases the same way. A request for a document outside the grid in a QTP or simplified case is a deviation, and the circular requires deviations to be explained to the claimant in writing.

What counts as a verifiable death certificate

A certificate is verifiable if it is any of the following:

  • the original, or a copy attested by the nominee and checked against the original;
  • a copy attested by a notary, a gazetted officer or a Judicial Magistrate First Class;
  • a death certificate that carries a QR code.

For a holder who died abroad, a certified true copy is accepted if a magistrate, judge or notary in that country has certified it, or if it is consularised by the Indian Embassy or Consulate, or apostilled. Certification by authorised officials of an overseas branch of an Indian scheduled commercial bank, or of a foreign bank with an Indian correspondent relationship, also works. A certificate in another language needs a self-certified English translation attached.

A worked claim: three holdings, three different routes

This is an illustration with assumed figures. Suresh Kulkarni of Pune died on 14 September 2026. He had not appointed a nominee on his demat account and held nothing jointly. His heirs under succession law are his wife Meena, his daughter Ananya and his son Rohan. The family agrees that Ananya will take the shares and Meena the mutual fund units. Values are worked out on the closing price of the day before each claim is lodged.

HoldingValueThreshold that appliesRoute
Demat account: 400 shares at ₹1,850 and 1,200 shares at ₹312.50₹7,40,000 + ₹3,75,000 = ₹11,15,000Demat, ₹30 lakh per beneficial ownerSimplified
Physical certificate: 150 shares of one listed company at ₹540₹81,000Physical, ₹10 lakh for that companySimplified
Mutual fund units in statement form: 180.5 units at NAV ₹55.20₹9,963.60Statement form, ₹10,000 for that AMCQTP, because Meena is the spouse

For the demat shares, Ananya lodges Annexure-3 with her DP along with her CML, the QR-coded death certificate, a notarised indemnity bond and a notarised affidavit-cum-NOC signed by Meena and Rohan. For the physical certificate she sends the same set, with the original certificate, to the company's RTA. The RTA verifies the papers, keeps and defaces the certificate, and credits the shares directly to her demat account.

Meena's claim on the fund units needs only the plain-paper QTP form, her marriage certificate as proof of relationship, the death certificate, the statement of account and the CML of her demat account. The QTP checklist does ask for signatures on units held in statement form to be attested by a notary or a Judicial Magistrate First Class, so she should get that done before sending it.

Had the demat account held ₹35 lakh instead, the family would have needed Suresh's will with an indemnity bond, a legal heirship certificate from the Tehsildar, or a succession certificate. Because the circular has the claimant compute value on the previous closing price, a holding sitting close to a limit should be revalued on the day you actually lodge the claim.

Timelines and what to do when the claim stalls

The processing entity must acknowledge your request when it is received and tell you at that same time about any missing, incomplete or incorrect document. Once everything is in, it must issue a confirmation and complete the transmission within 21 calendar days of receiving all the required documents. Any delay or rejection has to be communicated in writing with reasons, and SEBI may act against an entity whose own fault caused the delay.

For physical shares, transmission now ends in a demat credit, not a new certificate. The RTA starts the demat process after verification, credits the shares to the claimant's demat account and informs the depository of any lock-in. So the heir needs a demat account in their own name before lodging the claim, and the CML of that account is part of every document set. Physical claims also need the original certificate. The only exception is a duplicate-cum-transmission case, where the certificate is lost and a duplicate is sought along with the transmission.

Processing entities must also take the same approach when the securities being transmitted had already been transferred to the Investor Education and Protection Fund (IEPF).

Tax on shares received through transmission

Receiving shares as an heir is not a sale. For tax year 2026-27 onwards, section 70(1)(b) of the Income-tax Act, 2025 provides that a transfer of a capital asset by an individual or HUF under a will or a gift is not regarded as a transfer for capital gains. Nothing is payable by the estate or the heir when the shares move into the heir's demat account. Capital gains arise only when the heir later sells the shares.

Checks before you lodge the claim

  1. Look up the holding's status first. Check the demat statement and folio for a nominee or a surviving joint holder, because either one removes most of the paperwork.
  2. Value each holding on the previous day's closing price or last NAV, and apply the limit separately per demat account, per listed company and per AMC.
  3. Confirm whether the claimant is a parent, spouse, child or parent-in-law before choosing QTP.
  4. Open a demat account in the claimant's name and download its latest CML.
  5. Get a QR-coded death certificate where available; otherwise get a copy attested by a notary, gazetted officer or magistrate.
  6. Download the forms from the company's, RTA's, DP's or AMC's website, and execute the indemnity bond and affidavit-cum-NOC on stamp paper of the right value for your State.
  7. Keep the acknowledgement and count 21 days from the date the last document reached the entity. If the transmission is still not done by then, write to the entity quoting the circular and ask for written reasons.

Where the heirs cannot agree on who takes what, none of these routes is available. The family will need a succession certificate or a court decree before any company, DP or AMC can act on the claim.

Regulatory details may change. Confirm current official guidance before acting.

Explore more on this topic

Related Articles

Subscribe To Our Newsletter

Subscribe to get updates on the latest Job Openings, News and Articles.

Submit

© 2026 CA Samaaj. All rights reserved.

Get it on Google Play