Key Takeaway: If shares were held jointly (e.g. Husband & Wife, Father & Son), the survivor does NOT need a Succession Certificate, probate, or NOC from other heirs. The surviving joint holder has an absolute right of survivorship under Section 56 of the Companies Act through Form ISR-5.
Comparison: Deletion of Name vs. Full Transmission
| Parameter | Joint Holding (Deletion of Name) | Sole Holding (Transmission to Heirs) |
|---|---|---|
| Who claims? | Surviving Joint Holder(s) | Nominee or Legal Heirs |
| Succession Certificate? | Never Required | Mandatory if > ₹5 Lakhs & no nominee |
| SEBI Statutory Form | Form ISR-5 (Request for Transmission) | Form ISR-5 + Annexure D / E / F |
| NOC / Indemnity from Family? | Not Required | Required from all other legal heirs |
| Typical Resolution Time | 30 – 45 Days | 60 – 180 Days (Court dependent) |
What If the Sole Shareholder Left a Nominee vs No Nominee?
If the sole shareholder registered a nominee in company records:
- Registered Nominee: Simply submits the original Death Certificate, Form ISR-5, Demat Client Master List (CML), and Banker verification (ISR-2). The RTA directly transmits shares without asking for court succession or NOCs from siblings.
- No Registered Nominee: Heirs must check the portfolio value:
- Below ₹5,00,000 (Physical) / ₹15,00,000 (Demat): Simplified transmission pathway using notarized indemnity bond, NOC declarations, and legal heir affidavit.
- Above ₹5,00,000: Court intervention is compulsory (Succession Certificate or Court Probate).
Frequently Asked Questions
Do surviving joint holders need a Succession Certificate or Court Will?
No! Under Section 56 of the Companies Act, when a joint shareholder passes away, the surviving joint holder(s) become the sole legal owner(s) automatically by principle of survivorship. Only a Death Certificate and Form ISR-5 are required for Deletion of Name.
What is the monetary limit for simplified transmission without a Succession Certificate?
Under SEBI LODR regulations, for physical shares valued up to ₹5,00,000 per issuer company and Demat shares up to ₹15,00,000, legal heirs can claim transmission using an Indemnity Bond, NOC from other legal heirs, and Family Settlement Deed without going to court.
What if the share value exceeds ₹5 Lakhs for a deceased sole shareholder?
If there is no valid registered nominee and market value exceeds ₹5,00,000, companies mandatorily require a Court Succession Certificate, Probated Will, or Letters of Administration issued by a competent court.
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