AS | Ankit Sarawagi|Founder, CFOmatrix·June 2026·11 min read | Updated Jun 2026 |
- The dematerialisation process splits into company-side steps (RTA, ISIN, tripartite agreement) and shareholder-side steps (demat account, DRF).
- The company applies for an ISIN through its RTA from NSDL or CDSL; each different security needs its own ISIN.
- You file one DRF per ISIN per holder, and the certificate numbers, distinctive numbers, folio and quantity must match the register exactly.
- A mismatch in name, quantity or signature is the most common reason a DRF is rejected.
- Plan for about 2 to 4 weeks for the ISIN and roughly 15 to 30 days for the DRF to be confirmed and shares credited.
| 8 steps From amending the AOA to shares credited in the demat account | 15-30 days Typical time for a DRF to be confirmed and shares credited | 1 DRF Per ISIN per holder, matched exactly to the register |
The Dematerialisation Process: A Quick Overview
The dematerialisation process is how physical share certificates are converted into electronic holdings sitting in a demat account. It is easiest to understand when you split it into two halves, because two different parties act in two different places.
The company-side half is a one-time setup. The company makes its securities eligible for demat: it checks its Articles, appoints a SEBI-registered RTA, obtains an ISIN from a depository, and signs the tripartite agreement. Until this is done, no shareholder can dematerialise anything, because there is no ISIN to credit shares against.
The shareholder-side half repeats for every holder. Each shareholder opens a demat account with a Depository Participant (DP) and submits a Dematerialisation Request Form (DRF) along with the original physical certificates. This is the part that answers the practical question of how to dematerialisation of shares from the individual holder’s point of view.
India has only two depositories: NSDL (National Securities Depository Limited) and CDSL (Central Depository Services (India) Limited). An unlisted or private company can use either; cost and which depository the chosen RTA supports usually drive the decision. Investors deal with DPs (banks or brokers); the company deals with an RTA.
| Side | Who acts | What it produces |
|---|---|---|
| Company side | Company + RTA + depository | An active ISIN and tripartite agreement |
| Shareholder side | Shareholder + DP + RTA | Shares credited to the demat account |
If your private company is covered by Rule 9B, dematerialisation is not optional: you must hold and issue securities in demat form. See our complete guide to dematerialisation and Rule 9B for who is in scope and the deadlines.
Company-Side Steps: Making Shares Eligible for Demat
These are the one-time steps the company completes before any shareholder can dematerialise. Get them right and the shareholder side becomes a clean, repeatable process.
Step 1: Check and amend the Articles of Association
First, confirm the AOA does not prevent the company from holding securities in dematerialised form. Most older Articles assume physical certificates. If the AOA restricts demat, pass a special resolution in a general meeting to amend it before going further.
Step 2: Pass a board resolution and appoint a SEBI-registered RTA
The board passes a resolution to dematerialise the company’s securities and to appoint a SEBI-registered Registrar and Transfer Agent (RTA). The RTA maintains the register of security holders and is the company’s interface with the depository. Common names include KFin Technologies, Link Intime, MUFG Intime, Cameo, Bigshare and Skyline. See how to choose and appoint an RTA for what to compare.
Step 3: Apply for an ISIN
The RTA applies to NSDL and/or CDSL for an ISIN (International Securities Identification Number), a 12-character code that uniquely identifies the security. Each different security gets its own ISIN, so Equity Shares get one ISIN, and each class of preference shares or debentures gets a separate one. Our guide to getting an ISIN covers this in depth. The typical document set includes:
- Certificate of Incorporation
- MOA and AOA
- The board resolution authorising dematerialisation
- Latest audited financial statements
- Net-worth certificate from a CA
- Register of members
- KYC and PAN of the directors
Step 4: Execute the tripartite agreement
The company, the RTA and the depository sign the tripartite agreement, which sets out each party’s roles in maintaining the securities in demat form. Once the ISIN is active and this agreement is in place, the company-side setup is complete and shareholders can begin dematerialising.
Shareholder-Side Steps: Converting Your Certificates
Once the ISIN is live, each shareholder runs through the same two steps. This is the practical answer to how a holder converts physical shares.
Step 5: Open a demat account with a DP
The company intimates shareholders to open a demat account with a Depository Participant (DP), which is usually a bank or a broker. The DP is the agent through whom the investor holds the account with NSDL or CDSL. Read how to open a demat account for the documents and steps. The names and the order of names on the demat account should match the share certificate, because a difference triggers a mismatch later.
Step 6: Submit the DRF with the physical certificates
The shareholder fills a Dematerialisation Request Form (DRF) and submits it to their DP along with the original physical share certificates. You complete one DRF per ISIN per holder. The next section covers exactly how to fill it so it is not rejected.
Hand over the certificates in person or by tracked courier and keep the DP’s acknowledgement. Download our free DRF filling guide with a sample form before you start.
How to Fill the Dematerialisation Request Form (DRF)
The DRF is short, but it is unforgiving. Almost every rejection comes from a field that does not match the company’s register of members. Here is how to fill the dematerialisation request form field by field.
One DRF per ISIN per holder
Use a separate DRF for each ISIN. If you hold Equity Shares and preference shares in the same company, they sit under different ISINs, so each needs its own form. The names and their order on the DRF must match both the certificate and the demat account.
The fields that must match the register exactly
- Demat account (DP ID and Client ID): copied exactly from the demat account, in the holder’s name.
- Company name and ISIN: the specific ISIN for the security you are dematerialising.
- Folio number: as recorded in the register of members.
- Certificate numbers: every certificate being surrendered, listed.
- Distinctive numbers: the from-to range printed on each certificate.
- Quantity: the number of shares, which must reconcile with the certificate numbers and distinctive numbers.
Each of these (certificate numbers, distinctive numbers, folio and quantity) must match the register exactly. Then sign the DRF in the same order as the names appear on the certificate and the demat account.
What the DP does next: defacement and the DRN
When you submit, the DP verifies the form, then defaces each physical certificate by marking it “Surrendered for Dematerialisation” so it cannot be reused. The DP generates a Dematerialisation Request Number (DRN), a reference for your request, and forwards it to the RTA. Note the DRN; it is how you track the request.
One DRF per ISIN. One security, one ISIN, one form. Mix two ISINs on a single DRF and it will not process. If in doubt, count your ISINs first, then count your forms; the two numbers should be equal.
Common reasons a DRF is rejected
- Name mismatch: the holder names or their order differ between the certificate and the demat account (needs transposition first).
- Quantity mismatch: the quantity does not reconcile with the certificate or distinctive numbers.
- Signature mismatch: the signature does not match the one in the company’s records.
- Wrong or missing certificate or distinctive numbers, or a folio that does not match the register.
- Damaged or illegible certificates.
Mismatches are the number one cause of rejection. Before submitting, lay the certificate, the demat account statement and the register side by side and check that the names, the order of names, the quantity, the certificate numbers and the distinctive numbers all agree. If the name order differs between certificate and demat account, get it transposed first; do not assume the DP will fix it.
What Happens After You Submit the DRF
Once the DP has the DRF, the certificates and the DRN, the request moves through a short verification chain before the shares appear in your account.
- Step 7: The DP forwards to the RTA. Having defaced the certificates and raised the DRN, the DP sends the request and the physical certificates on to the company’s RTA.
- Step 8: The RTA verifies and confirms. The RTA checks every detail against the register of members. If everything matches, it confirms the request to the depository, the physical certificates are cancelled, and the equivalent shares are credited to your demat account.
If the RTA finds a mismatch, it rejects the request and the DP returns the certificates with a reason. You correct the issue (for example, arrange a transposition for a different name order) and resubmit. From submission to credit usually takes about 15 to 30 days when the details are clean.
Keep the DRF acknowledgement and the DRN until the credit shows in the demat statement. If shares are ever credited under the wrong ISIN or to the wrong account, raise it immediately with your DP and the company’s RTA; they reverse and re-credit under the correct ISIN. The paper trail is what lets them act fast.
Timeline Summary: How Long Each Stage Takes
The two waits that matter are getting the ISIN (company side) and getting a DRF confirmed (shareholder side). Here is a realistic guide.
| Stage | Who acts | Typical time (guide) |
|---|---|---|
| AOA check + board resolution | Company | As per meeting schedule |
| ISIN application + tripartite agreement | RTA + depository | About 2 to 4 weeks |
| Open demat account | Shareholder + DP | A few working days |
| DRF confirmed, shares credited | DP + RTA | About 15 to 30 days |
If you have a Rule 9B deadline or a transaction (further issue, bonus, rights or buyback) coming up, start early. The ISIN setup is sequential and the per-shareholder DRF clock only starts after the ISIN is live. These are guide figures; confirm current timelines on nsdl.co.in or cdsl.com.
“Dematerialisation rarely fails at the depository. It fails at the DRF, where one mismatched name or quantity sends the whole request back.”
Ankit Sarawagi, CFOmatrixFrequently Asked Questions
What is the dematerialisation process for shares in India?
The dematerialisation process has a company side and a shareholder side. The company checks and amends its Articles, passes a board resolution, appoints a SEBI-registered RTA, gets an ISIN from NSDL or CDSL and signs the tripartite agreement. Each shareholder then opens a demat account with a Depository Participant (DP) and submits a Dematerialisation Request Form (DRF) with the physical share certificates. The DP defaces the certificates, generates a DRN and forwards the request to the RTA, which verifies and credits the shares to the demat account, usually in about 15 to 30 days.
How do I fill the Dematerialisation Request Form (DRF)?
Fill one DRF per ISIN per holder. Enter the demat account details, the company name and ISIN, the folio number, the certificate numbers, the distinctive numbers and the quantity, exactly as they appear in the company’s register of members. Sign in the same order as the names on the certificate and the demat account. Attach the original physical certificates. The DP defaces each certificate with “Surrendered for Dematerialisation” and generates a Dematerialisation Request Number (DRN). Any mismatch in name, quantity or signature causes rejection.
How long does dematerialisation take?
Getting an ISIN for the company typically takes about 2 to 4 weeks once the RTA is appointed and documents are ready. After a shareholder submits the DRF and certificates to the DP, the request is usually confirmed and the shares credited in roughly 15 to 30 days, assuming the details match the register and there are no errors. Verify current timelines on nsdl.co.in or cdsl.com.
Why was my DRF rejected?
The most common reasons are a mismatch between the DRF and the register of members: wrong or missing certificate numbers or distinctive numbers, a quantity that does not match, a folio mismatch, or a name or holding-order difference between the certificate and the demat account. A signature mismatch and torn or illegible certificates are also frequent causes. Fix the mismatch with the RTA (transposition for a different name order) and resubmit.
What is an ISIN and who applies for it?
An ISIN (International Securities Identification Number) is a 12-character code that uniquely identifies a security. The company, through its RTA, applies to NSDL and/or CDSL for an ISIN before its shares can be dematerialised. Each different security needs its own ISIN, so Equity Shares get one ISIN and each class of preference shares or debentures gets a separate ISIN. Verify ISIN details on nsdl.co.in or cdsl.com.
Do I need a separate DRF for each ISIN?
Yes. You submit one DRF per ISIN per holder. If you hold both Equity Shares and preference shares in the same company, they have different ISINs, so each needs its own DRF. The certificate numbers, distinctive numbers, folio and quantity on each DRF must match the company’s register of members exactly.
Process steps, fees and timelines are general market guidance for India as of 2026 and vary by depository, RTA and the specifics of each company. Procedures and forms change; verify current details on nsdl.co.in, cdsl.com and mca.gov.in. This is general information, not legal or financial advice. Speak to a qualified company secretary or adviser about your specific situation.
- Dematerialisation of Shares and Rule 9B: The Complete GuideDematerialisation · CFOmatrix Series
- How to Choose and Appoint a SEBI-Registered RTADematerialisation · CFOmatrix Series
- How to Get an ISIN for Your Company’s SharesDematerialisation · CFOmatrix Series
AS | Founder, CFOmatrix | Finance Strategy & Equity Compliance CFOmatrix is a knowledge platform focused on how finance actually works inside growing companies. Every insight is shaped by real operating experience across startups and growth-stage companies, including cross-border setups. |