Issue of securities in Dematerialized form by Private Companies and Unlisted Public Companies



Quick Summary
New regulations from the Ministry of Corporate Affairs mandate that most private companies and all unlisted public companies must issue securities exclusively in dematerialised form. This change, effective from October 27, 2023, aims to boost transparency and investor protection by eliminating risks associated with physical share certificates. Companies must comply by September 30, 2024, which involves facilitating the dematerialisation of all existing securities and adhering to specific reporting and payment obligations.

Ministry Of Corporate Affairs vide its notification dated 27th October 2023 has inserted new Rule 9B in the Companies (Prospectus and Allotment of Securities) Rules, 2014 (hereinafter referred to as the said rules). Pursuant to Rule 9B, Every Private Company other than a small company shall issue
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FAQ :

Every private company (other than a small company) and every unlisted public company must issue securities only in dematerialised form and facilitate the dematerialisation of all their existing securities.

Private companies, not classified as small companies based on their financial year ending on or after March 31, 2023, must comply within eighteen months of the financial year's closure, meaning by September 30, 2024.

Dematerialisation enhances transparency, investor protection, and corporate governance. It eliminates risks like loss, theft, or fraud associated with physical certificates and prevents malpractices such as benami shareholding.

Their entire holding of securities must be dematerialised in accordance with the Depositories Act 1996 before any offer for issue or buyback of securities, or issue of bonus or rights shares.

Unlisted public companies were already required to comply with dematerialisation rules effective from October 2, 2018.

Form PAS-6 must be submitted to the Registrar by every unlisted public company and applicable private company on a half-yearly basis, duly certified by a company secretary or chartered accountant.




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