Documents Required for Transmission of Shares (Nominee vs Legal Heir)

When a shareholder dies, the shares do not move to the family on their own. They stay in the deceased’s name until someone completes a legal process called transmission, and that process lives or dies on paperwork. A single missing signature, an unattested death certificate or the wrong kind of proof of heirship can send a claim back for weeks. Knowing the exact documents required for transmission of shares before you walk into the Registrar’s office is the surest way to avoid that.

The list is not the same for everyone. A nominee, a legal heir with a will, a legal heir with no will and a surviving joint holder each face a different set of papers, and since SEBI’s circular of 23 July 2026 the value of the holding changes the list again. If the shares are still in paper form, our service page on transmission of physical shares explains how the claim and the move into a demat account can be handled together.

This guide sets out who needs what, in plain language: the difference between a nominee and a legal heir, the documents required for transmission of shares under each route, how the new value thresholds work, a step-by-step submission process, and the mistakes that cause most rejections. It is written for families in India dealing with a parent’s, spouse’s or relative’s holding.

Quick answer: For every claim you need a transmission request form, the claimant’s Client Master List (CML), a verifiable death certificate and the original certificate or account statement. A registered nominee adds nothing more. Without a nomination, the additional documents required for transmission of shares depend on the value: a plain-paper undertaking with proof of relationship for very small claims, an indemnity bond with an affidavit-cum-NOC (or a family settlement deed) up to ₹10 lakh physical or ₹30 lakh demat, and court-backed or notarised heirship proof above that.

Why the documents required for transmission of shares depend on who is claiming

Transmission is the passing of shares by operation of law when a holder dies. It is different from a transfer, which is a voluntary sale or gift between two living people. Because transmission is triggered by death rather than a commercial deal, no transfer deed or stamp duty is involved. But the company or Registrar and Transfer Agent (RTA) still has to be sure that the person claiming is the right one, and that is what the paperwork proves.

The documents required for transmission of shares therefore answer three questions. Is the holder really dead? Is the claimant entitled? And can the company safely release the shares without being exposed to a rival claim later? A nominee answers the second question through the nomination already on record. A legal heir has to prove entitlement from scratch. A surviving joint holder is entitled by survivorship and needs very little.

Under SEBI’s circular dated 23 July 2026, issued under Regulation 40(7) of the LODR Regulations, the framework applies to the death of the sole holder or all joint holders of listed securities. It does not apply where there is a dispute or a competing claim. Those cases must be settled in court first. You can read the SEBI circular on simplifying and standardising transmission for the full text, including the model forms.

Nominee vs legal heir: who actually owns the shares?

Most confusion about documents begins with a wrong assumption: that the nominee becomes the owner. Under Section 72 of the Companies Act, 2013, a shareholder can nominate a person to receive the shares on death. SEBI’s circulars and a line of court decisions, including the Bombay High Court in Shakti Yezdani v. Jayanand Jayant Salgaonkar, treat the nominee as a trustee who receives the shares on behalf of the legal heirs, not as the final owner.

The practical consequence is simple. A nominee gets the shares moved quickly, because the company is discharged of liability once it transmits to the nominee. But if the nominee is not also the legal heir, the heirs can still claim their share from the nominee afterwards. A nomination speeds up transmission, but it does not settle who inherits.

SEBI has strengthened nominations too. Under its circular of 10 January 2025 on revised nomination facilities, an investor can name up to 10 nominees with percentage allocations, and nominees are no longer asked for affidavits or indemnity bonds.

Documents required for transmission of shares by a nominee

Where a valid nomination is on record, the paperwork is short. The nominee submits:

• The Transmission Request Form (Annexure-3 in SEBI’s standard set).
• The nominee’s latest Client Master List (CML), which confirms the demat account into which the shares will be credited.
• A verifiable death certificate of the deceased holder.
• The original share certificate or a copy of the account statement.
• The nominee’s PAN and KYC documents.

If the nominee is a minor, a birth certificate, school-leaving certificate, passport or Aadhaar attested by the guardian must be added, along with the guardian’s KYC. If a nominee died before the holder and the nomination was never updated, that nominee’s share passes pro rata to the surviving nominees.

The nominee does not need to furnish an indemnity bond, a notarised affidavit or a succession certificate. That is the main reason families with an up-to-date nomination finish transmission so much faster than those without one.

Documents required for transmission of shares by legal heirs

When there is no nomination, the legal heirs must prove their entitlement, and this is where the documents required for transmission of shares vary most. SEBI’s July 2026 framework sorts claims into three tiers by value. The claimant works out the value using the previous closing price on a recognised stock exchange. Physical holdings are assessed per listed company, and demat holdings per beneficial owner, so a family with shares in several companies assesses each separately.

Quick Transmission Processing for very small claims

QTP is the lightest route and is limited to immediate relatives: parents, spouse, children and parents-in-law. The claimant signs a plain-paper request form-cum-undertaking and attaches a document proving the relationship, such as a birth certificate, marriage certificate or Aadhaar. No affidavit, indemnity bond or succession certificate is required. If no standard proof of relationship is available, a notarised affidavit in the prescribed format is accepted instead.

Simplified documentation up to ₹10 lakh physical or ₹30 lakh demat

For most families, this is the tier that matters. Within these limits, no probate or succession certificate is required, provided the claim is uncontested. The core documents required for transmission of shares here are a notarised indemnity bond and a notarised affidavit-cum-NOC signed by all legal heirs, or alternatively a notarised or court-accepted family settlement deed. The affidavit and NOC, once two separate papers, are now combined into one. Both must be executed on non-judicial stamp paper as per the Stamp Act of the claimant’s state.

Above the threshold

Larger holdings need stronger proof. The claimant submits the combined affidavit-cum-NOC together with one of the following: a will with a notarised indemnity bond, a legal heirship certificate with a notarised indemnity bond, or a succession certificate, letter of administration or court decree. When a court-issued document is produced, the indemnity bond and affidavit-cum-NOC from non-claimant heirs are no longer demanded. A legal heirship certificate should come from a revenue authority not below the rank of a Tehsildar. Probate of a will is no longer mandatory, though a court-issued instrument remains acceptable.

If there is no will either, our guide to transmission of shares without a will explains how the heirs are identified under succession law and which documents carry the most weight.

Documents required for transmission of shares to a surviving joint holder

Joint holdings are the easiest case. When one of two joint holders dies, the shares pass to the survivor by the rule of survivorship under Sections 56(2) and 56(4)(c) of the Companies Act, 2013, subject to the company’s Articles of Association. The surviving holder submits the request form with a copy of the death certificate. Under SEBI’s July 2026 framework, the company may not ask the survivor for fresh KYC, an indemnity or an undertaking in such a case.

The rule applies only while a joint holder survives. If all joint holders have died, the claim moves to the legal heirs of the last survivor, and the tiers above apply. Note also that survivorship is handled as a transmission to the survivor. It is not the same as deleting a name from a certificate.

The common documents every claim needs

Whatever the route, four items appear in every claim:

• Transmission request form: SEBI has standardised the forms, which companies and RTAs must offer in physical form and on their websites.
• Client Master List (CML): a statement of the claimant’s demat account, obtained from the depository participant. You can read more about how accounts work on the NSDL and CDSL websites.
• A verifiable death certificate: the original, a copy attested by the nominee and checked against the original, a copy attested by a notary, Gazetted Officer or Judicial Magistrate First Class, or a certificate carrying a QR code.
• The original share certificate, or a copy of the account statement: for physical shares, the claimant must hold the original certificates, except where a duplicate is being issued along with transmission.

Add the claimant’s PAN, a cancelled cheque and identity and address proof. Because securities arising from transmission are credited only in demat mode, a claimant without a demat account must open one first. No new paper certificate is issued, and the RTA defaces the old one.

Special cases that change the paperwork

Some situations need extra care:

• Minor claimants: attested proof of age and the guardian’s KYC are required in every tier.
• Death abroad: a certified copy of the foreign death document is accepted if certified by a court, notary, consulate, apostille, or authorised officials of an overseas branch of an Indian bank. An English translation must accompany it.
• Lost certificates: the RTA may require an indemnity bond and affidavit, and a duplicate may be issued in demat form as part of the claim.
• Name mismatches: if names differ across the certificate, PAN and Aadhaar, expect a request for a gazette notification, marriage certificate or similar proof.
• Shares moved to the IEPF: these follow a separate claim route after entitlement is established.

Step-by-step: how to submit your claim

1. Confirm the holder’s investments. List every company, folio number and demat account. Our guide on how to claim shares of a deceased family member shows where to look.
2. Check for a nomination. Ask the RTA or depository participant whether a nominee is registered.
3. Value the holding. Use the previous closing price to decide which tier applies.
4. Open a demat account in the claimant’s name if none exists, and get the CML.
5. Collect the documents required for transmission of shares for your tier, using the standard forms.
6. Execute notarised papers on stamp paper of the right state, where an indemnity bond or affidavit-cum-NOC is needed.
7. Submit to the RTA or company, and ask for an acknowledgement that flags anything missing.
8. Track the claim. The entity must confirm complete submission once everything is in order.
9. Receive the credit. The shares are credited directly to the claimant’s demat account.

How long does transmission take?

Under SEBI’s July 2026 framework, a claim must be processed within 21 calendar days of receiving complete documents, and any delay or rejection must be communicated in writing with reasons. The clock starts only when the file is complete, which is why incomplete submissions cause most of the waiting. Where a succession certificate or letter of administration is needed from a court, the court process can take months before the RTA clock even begins. Claims filed before the effective date of around 22 August 2026 should be processed under the simpler framework, and entities cannot demand resubmission of papers already filed.

A worked example with illustrative numbers

Suppose a father dies leaving physical shares in one listed company worth about ₹6 lakh at the previous closing price, with no nomination. His two children are the legal heirs. The holding is within the ₹10 lakh simplified limit for physical shares, so neither a succession certificate nor probate is needed. The documents required for transmission of shares here are the request form, the claimant’s CML, a QR-coded death certificate, the original certificates, a notarised indemnity bond and an affidavit-cum-NOC signed by both children. If one child is the claimant, the other signs the NOC. If the same shares were worth ₹14 lakh, the family would add a will with an indemnity bond or a legal heirship certificate to the file. These figures are examples only.

Common mistakes with documents required for transmission of shares

Most rejections come from avoidable errors:

• Assuming a nominee is the owner, and then being surprised by a competing claim.
• Submitting a photocopy of the death certificate that is not attested.
• Using the wrong state’s stamp paper for an indemnity bond.
• Leaving out an heir’s signature on the affidavit-cum-NOC.
• Valuing the holding at face value instead of the previous closing price.
• Applying under QTP when the claimant is not an immediate relative.
• Forgetting that the claimant needs a demat account before credit.
• Mismatched names across certificates and identity documents.

Frequently asked questions

What are the documents required for transmission of shares if there is a nominee?

The nominee submits the transmission request form, the latest Client Master List, a verifiable death certificate and the original certificate or account statement, along with KYC. No indemnity bond or affidavit is needed, because the nomination already shows entitlement.

Which documents are required for transmission of shares to legal heirs without a will?

It depends on the value. Small claims need an undertaking and proof of relationship. Claims within ₹10 lakh physical or ₹30 lakh demat need an indemnity bond and an affidavit-cum-NOC, or a family settlement deed. Larger claims need a legal heirship certificate or succession certificate along with the affidavit-cum-NOC.

Are the documents required for transmission of shares different for physical and demat holdings?

The core documents are the same, but the value limits differ. The simplified threshold is ₹10 lakh for physical shares and ₹30 lakh for demat holdings. Physical shares also need the original certificates, and the securities are credited to the claimant’s demat account.

Is probate still needed to claim inherited shares?

Not for uncontested claims within the simplified limits, and SEBI has removed it as a mandatory requirement. A court-issued instrument such as a succession certificate or probate remains acceptable proof for larger or disputed claims.

How long does it take to receive shares after submitting the documents?

An RTA or company must process a claim within 21 calendar days of receiving complete documents. Incomplete files, name mismatches or a pending court process can add considerable time.

Conclusion: get the documents right before you submit

The difference between a transmission that closes in weeks and one that drags on for months is almost always the paperwork. Find out whether a nomination exists, value the holding, identify the right tier, and prepare the documents required for transmission of shares in the right format before you approach the RTA. Remember that a nominee is a trustee, that a legal heir carries the burden of proof, and that SEBI’s July 2026 framework has made small and mid-sized claims much simpler than they used to be.

If you would rather not manage this alone, Crystal Peak Wealth can help. With 20+ years of experience, our team handles transmission end to end: identifying the right route for your case, preparing and checking the documents, coordinating with the RTA and following the claim through to credit in your demat account. Call +91 98200 06665, message us on WhatsApp, or write to info@crystalpeakwealth.com for a quick assessment, and start with the right documents required for transmission of shares by getting expert help with transmission.