Dematerialization of a Private Limited Company

Appended news articles confirmed by Ministry of Corporate Affairs to mandate Private Limited companies for compulsory dematerialization. As per the new gazette (links provided) which confirms that the Ministry is looking for, within eighteen months of closure of Financial Year 31.03.2023, time window to achieve this, we anticipate a surge in volumes and hence offering our R&T services for the solutions to help you comply faster.

Please note that Ministry of Corporate Affairs (MCA) has issued a Gazette Notification on 27th October, 2023 (copy of relevant portion enclosed) which inter-alia makes mandatory dematerialization of Shares for Private Ltd. Companies (which is not a Small Company):

https://www.mca.gov.in/bin/ebook/dms/getdocument?doc=Mzc2MDY5NjEw&docCategory

According to section 2(85) of the Companies Act, 2013, a small company means a company that meets BOTH the following criteria as on last Financial Year i.e. on 31.03.2023:

  • Condition 1: Paid-up capital of the company should not exceed INR 4 Crores; and
  • Condition 2: Turnover of the company should not exceed INR 40 Crores.

In view of the above in case if there is any Pvt Ltd. Company (which is not a small Company) needs to be complied as per the above attached rule.

i) Issue securities in dematerialized form and before issuing new securities or buyback or bonus shares or rights offer after 30.09.2024 shall ensure the entire holding of its Promoters, Directors and Key Management Personnel has been dematerialized.
ii) No physical transfer of shares will be permitted w.e.f. 30.09.2024.


Maheshwari Datamatics Pvt Ltd (MDPL) is Category-I SEBI authorized Registrar & Share Transfer Agent and presently, we provide comprehensive R&T services to many private limited companies offering end-to-end solutions.

MDPL ANNUAL CHARGES for Physical and Depository Registrar Services Private Limited Company, includes the following:

  • Demat / Remat of Shares /Transmission/ Duplicate issue of share certificates, Incorporation of Change in Address, Bank Details, POA etc of Physical shareholders.
  • Reconciliation with NSDL/CDSL of demat positions by giving timely BENPOS (Beneficial Position) as and when required.