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Freedom251 › Blog › Dematerialisation

Documents Required to Transfer Physical Shares in India (2026 Guide)

By Freedom251 Team · · 9 min read

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For a standard transfer, assemble the original physical share certificate, a correctly completed and stamped Form SH-4, signatures and witness details, PAN and other KYC documents, and any authority or address proofs required by the issuer’s registrar and transfer agent (RTA). However, for listed companies, a fresh transfer from physical form generally cannot be processed unless the shares are dematerialised first. A narrow SEBI window running from 5 February 2026 to 4 February 2027 covers certain pre-1 April 2019 legacy transfers.

First check whether your case is a transfer, transmission or transposition

The document list depends on the legal event. A transfer is a voluntary sale, gift or other movement of shares from a living holder to another person. It normally uses Form SH-4 and requires execution by the transferor and transferee. Transmission occurs because of a holder’s death, insolvency or succession; it is handled under a different process and is not treated as a fresh voluntary transfer. Transposition changes the order of joint holders without changing ownership. SEBI’s post-2019 restriction concerns fresh transfers of listed securities held in physical form; transmission and transposition are treated separately.

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Core documents for an ordinary physical-share transfer

Original share certificate

Submit the original certificate for every certificate being transferred. Check that the certificate number, distinctive-number range, folio number and registered holder names agree with the company’s records. If a certificate was never issued, section 56 of the Companies Act refers to delivery of the letter of allotment instead. Do not send photocopies in place of originals unless the RTA gives written instructions for a particular exception.

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Form SH-4

Form SH-4 is the prescribed securities-transfer instrument for a conventional physical transfer. Complete the company name, security description, number and class of securities, certificate and distinctive-number details, consideration, transferor and transferee particulars, folio information and execution date. The form includes a witness section and a field recording the value of stamp affixed. Write legibly and keep the details identical to the certificate and the RTA’s records.

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Signatures and witnessing

Every registered transferor must sign in the same order in which the names appear on the certificate or register. Joint holders generally sign in that same order. The transferee also executes the form, and the required witness signs in the prescribed place with the requested particulars. A mismatch in signatures, holder order or names is a common reason for return, so compare each signature with the issuer’s recorded specimen where possible.

PAN and identity documents

Include self-attested PAN copies for the parties when required by the issuer or RTA. NSE guidance identifies PAN as mandatory for securities-market transactions and sets out KYC and service-request documentation for physical holders. Use the exact name and date-of-birth details appearing on the PAN and the transfer form; explain any difference through the RTA’s prescribed correction or name-change process rather than altering the certificate.

Address and contact proof

If the registered address, email address or other contact details have changed, the RTA may ask for self-attested proof. Commonly accepted examples include Aadhaar, voter identity card, passport and driving licence, but the acceptable list is issuer-specific. Confirm the current list and whether the RTA requires an ISR form, original document for verification, notarisation or a particular attestation method before dispatching documents.

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Stamping evidence

Section 56 requires the transfer instrument to be duly stamped. The applicable rate and payment method depend on the state, transaction and current stamp-duty procedure. Establish the correct duty and how it must appear on SH-4 before signing. An unstamped or incorrectly stamped instrument can be rejected even when the certificate and signatures are otherwise correct.

Authority and exceptional documents

Additional evidence is needed when the registered holder is represented or the ownership circumstances are unusual. Depending on the case, the RTA may request a power of attorney, corporate authorisation or board resolution, succession or probate papers, a death certificate, or other supporting evidence. A company, trust, minor, non-resident or court-appointed representative should obtain the RTA’s case-specific checklist before execution.

Companies Act timing and delivery requirement

Section 56 requires a duly stamped, dated and executed transfer instrument to be delivered to the company within 60 days of execution, together with the share certificate or letter of allotment. Count the deadline from execution and plan for courier time, correction of defects and the RTA’s receiving hours. Keep a complete scan, dispatch receipt and delivery confirmation. The 60-day rule is a statutory delivery requirement; the RTA may still return a package for incomplete KYC, defective witnessing or inconsistent particulars.

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SEBI’s rule for listed physical shares after 1 April 2019

For listed securities, the document checklist is not enough to create a new post-2019 physical transfer. In its 27 March 2019 clarification, SEBI stated: “Any investor who is desirous of transferring shares (which are held in physical form) after April 01, 2019 can do so only after the shares are dematerialized.” In practical terms, a current voluntary transfer normally requires the registered holder to dematerialise the certificates into a demat account first, then transfer the electronic securities through the depository system.

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This rule does not make an old certificate worthless. It changes the route: first establish the holder’s entitlement and complete dematerialisation, then transfer electronically. Ask the company or its RTA whether any certificate, KYC, signature, name or address correction must be completed before a dematerialisation request is accepted.

Ordinary dematerialisation followed by electronic transfer

What to prepare

  • Original certificate(s) matching the registered folio and distinctive numbers.
  • A dematerialisation request through the holder’s Depository Participant (DP), using the DP’s current form and account details.
  • PAN and KYC documents required by the RTA and DP.
  • Any name, address, signature or contact correction documents requested by the issuer.
  • A recipient’s demat account details for the later electronic transfer.

How the route works

  1. Verify the issuer’s appointed RTA and confirm that the certificates are eligible for dematerialisation.
  2. Ensure the holder name on the certificate matches the demat account name, or resolve the mismatch through the RTA and DP first.
  3. Submit the original certificates and the DP’s dematerialisation request; retain the acknowledgement and copies.
  4. After the securities are credited electronically, use the DP’s transfer procedure to move them to the recipient’s demat account, observing any applicable consideration, tax and account requirements.

The exact DP form, dematerialisation notation and turnaround are controlled by the DP and RTA. Do not send original certificates to an address found on an old letter; verify the current submission address with the issuer or RTA.

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SEBI’s 2026–27 special window for legacy transfers

SEBI opened a limited window from 5 February 2026 through 4 February 2027 for eligible investors who could not complete certain transfers before the 2019 cut-off. It may cover earlier submissions that were rejected, returned or left unattended because of document or process deficiencies. This is a remediation route for qualifying historic cases, not a general reopening of physical transfers.

Eligibility conditions

  • The transfer deed must have been executed before 1 April 2019.
  • The original security certificate must be available.
  • The case must fall within the circular’s eligible legacy-transfer categories.

The circular’s matrix excludes cases in which the original certificate is unavailable. If the certificate is lost, ask the RTA about its duplicate-certificate or investor-service process; do not assume the special window will accept an indemnity in place of the original.

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Additional documents for the special window

For an eligible case, the transferee submits the following package:

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  • Original security certificate(s).
  • The transfer deed executed before 1 April 2019.
  • Proof of purchase, where available.
  • Transferee KYC documents under the applicable Investor Service Request (ISR) forms.
  • A latest Client Master List (CML) for the transferee’s demat account, not older than two months and attested by the transferee’s DP.
  • The prescribed undertaking-cum-indemnity.

Processed securities are credited in dematerialised form. Follow the RTA’s instructions for the submission address, issuer-specific forms, attestation and any additional verification. The window’s destination is a demat account, not a newly issued paper certificate.

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Ordinary route versus the 2026 legacy window

Point Ordinary current route 2026–27 legacy window
Relevant date Fresh listed-share transfer after 1 April 2019 requires dematerialisation first Transfer deed executed before 1 April 2019
Certificate Original certificate is used for dematerialisation Original certificate is mandatory; cases without it are excluded by the matrix
Main paperwork DP dematerialisation request, certificate, PAN/KYC and RTA requirements Pre-2019 deed, certificate, proof of purchase where available, ISR KYC, DP-attested CML less than two months old, undertaking-cum-indemnity
Result Shares are dematerialised, then transferred electronically Eligible securities are credited in dematerialised form through the window
Handling Coordinate the issuer/RTA and the holder’s DP Use the RTA’s special-window address and issuer-specific instructions

Step-by-step document preparation checklist

  1. Identify the event. Confirm that this is a voluntary transfer rather than transmission after death or transposition of joint holders.
  2. Confirm the security status. Ask whether the issuer is listed and whether the certificate is still in physical form. Listed physical transfers generally have to follow the dematerialisation-first rule.
  3. Locate the current RTA. Use the issuer’s latest investor communication or website and verify the RTA’s postal address, forms and attestation rules.
  4. Reconcile records. Compare certificate number, distinctive numbers, folio, names, holder order and address with the RTA’s records.
  5. Choose the route. Use ordinary dematerialisation for a current transfer, or test the pre-1 April 2019 deed against every condition of the 2026–27 window.
  6. Complete forms without blanks. Fill SH-4 where a physical transfer instrument is required, and complete the DP and ISR forms applicable to dematerialisation or the special window.
  7. Arrange signatures and witness. Obtain every required signature in the recorded order and complete witness particulars exactly where the form specifies.
  8. Attach self-attested documents. Add PAN, KYC, address proof, authority papers and any purchase or succession evidence requested by the RTA.
  9. Handle stamp duty. Confirm the state-specific rate and stamping method before execution; record the stamp value on SH-4 where required.
  10. Submit and track. Send originals by a traceable method, retain scans and receipts, and respond promptly to any defect memo.

Common rejection points and practical fixes

  • Missing original: The ordinary and special-window routes rely on the original certificate. Ask the RTA for its separate lost-certificate procedure instead of substituting an unauthorised copy.
  • Wrong holder order: Re-execute the form in the same order as the certificate and register; do not overwrite names on a signed form.
  • Signature mismatch: Follow the RTA’s specimen-signature or verification process and provide any prescribed affidavit or banker confirmation only when instructed.
  • Stale CML: For the special window, obtain a fresh DP-attested CML that is no older than two months at submission.
  • Unclear eligibility: Preserve evidence showing that the deed was executed before 1 April 2019 and ask the RTA to classify the case before sending irreplaceable originals.
  • Address or PAN inconsistency: Include the requested self-attested proof and complete the relevant ISR or correction form; do not rely on an explanatory letter alone.
  • Late delivery: Section 56’s 60-day delivery period runs from execution. If a form has aged beyond that period, obtain the RTA’s direction before attempting to lodge it.

Before you dispatch the packet

  • Have you identified the issuer’s current RTA and confirmed its address?
  • Are the certificate, folio, distinctive numbers and holder names consistent?
  • Is the transfer deed dated within the applicable route’s period?
  • Are all transferor, transferee and witness signatures present and legible?
  • Are PAN, KYC and address documents self-attested as required?
  • Have you confirmed stamp duty and recorded the stamp value on SH-4?
  • If using the 2026–27 window, is the CML DP-attested and less than two months old, and is the undertaking-cum-indemnity included?
  • Have you retained scans, a covering letter and proof of delivery?

When to obtain professional help

Consult the issuer/RTA or a qualified professional when ownership involves a deceased holder, succession or probate, a company or trust, a power-of-attorney representative, a name mismatch, lost certificates, disputed signatures or a court order. Those cases can require evidence beyond the standard checklist, and the correct route may be transmission rather than transfer. The RTA’s current instructions control document format, attestation, address proof and acceptance of case-specific authority papers.

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