Inheriting investments like shares and stocks can be pleasant, but may not actually be the greatest blessing if one lacks the proper legal knowledge. It makes claiming them rather complicated. After the death of a shareholder, often families don’t know what course of action to follow, especially when the investments are large or diversified across many companies.
Unlike other asset categories, such as property and jewellery, shares come with a formal process that needs to be completed before using, selling, or transferring shares. Whether you’re a nominee, joint holder, or a legal heir, this article will guide you through clear and simple rules along with procedures for transferring inherited shares and investments in India.
What are Inherited Shares?
Inherited shares are shares of a company passed on to a person upon the death of the original owner. For example, when Rahul’s father passed away, Rahul discovered he had inherited a variety of stocks that were some decades old. Over time, those shares had multiplied in value due to corporate actions like bonus issues and stock splits.
Such inherited investments are referred to as inherited shares or transmitted shares. For the time being, these shares belong to Rahul, but before he can derive any benefit—be it in receiving dividends, voting in company decisions, or selling the shares, he must undergo the formal process of transmission.
What is the Transmission of Shares?
Definition
The transmission of shares is the automatic transfer of shares upon death or other events such as bankruptcy or court orders. Unlike a normal transfer (in which one party decides to relinquish ownership of shares), transmission will always occur automatically at a known time, like at death, bankruptcy, or through of court order.
It is governed under Section 56 of the Companies Act 2013 and does not entail stamp duty.
How the Transmission of Shares Works?
To complete the process, the heir or nominee would have to approach either the registrar of the company (for physical shares) or the Depository Participant (DP) (for demat shares) for processing such documents as a death certificate, share certificates, a succession certificate, or a will, etc.
The registrar checks the documents, and if everything is in order, then the shares will be transferred into a demat account of the new owner.
Accounts Held Jointly
In a joint demat account, if one of the holders dies, it makes the surviving joint holder the owner of the shares. This is how it works:
- Submit a request for transmission.
- Attach a death certificate of the deceased holder.
- Open a new demat account (if required) in the sole name of the surviving joint holder.
Important: The surviving holder’s name should exactly match the joint name mentioned in the original account.
Account with Nomination
If the shareholder had filled up a nomination form at the time of account opening, the process is simple:
- The nominee submits the death certificate along with ID proof and a transmission form for the shares to the nominee’s demat account.
But remember: Other legal heirs could file a case in the courts challenging the nominee’s right, so it’s best to have all claims settled before proceeding.
Account Without Nomination
This is where things get tricky. If no nominee is registered, legal heirs should prove their claims by duly documenting them through a will, succession certificate, or a letter of administration. Differences or ambiguity concerning heirship may take matters to court.
Reasons for Transfer of Inherited Shares and Investments
The reasons that show why transmission must be considered are:
To Access Dividends and Corporate Benefits
An heir without legal ownership cannot receive dividends, participate in rights issues, or receive bonus shares.
Avoid Legal Conflicts
Delay or failure in completing transmission leads to family disputes or conflicts with financial institutions.
Manage Portfolio
It does not transmit the name of the heir over, and thus, they cannot sell or manage portfolios in accordance with their financial plans.
Law Compliance
It is not legally valid to hold shares in the name of deceased persons.
Documents Required to Transfer Inherited Shares
Documents required to transfer inherited shares vary depending on the type of accounts and the total value of the securities.
A. Common Documents
- Transmission Request form
- Death Certificate (original or attested copy)
- PAN card of the heir/nominee (self-attested)
- Original Share certificate (for physical shares)
B. When Nominee is Appointed:
- Nomination proof/form
- Identity proof and KYC of the nominee
In case the value of shares goes above ₹5 lakhs, then NOC from all legal heirs is required.
C. If There is No Nominee
For securities up to ₹5 lakhs:
- NOC from all legal heirs
- Legal heir/surviving member certificate
- And an Affidavit declaring a relation with the deceased
- Indemnity Bond
For securities more than ₹5 lakhs:
- Succession Certificate (court-issued)
- Probate of Will (if any will exist)
- Letter of Administration (LOA) (if no will or no executor appointed)
How to Transfer Inherited Shares & Investments?
The following outlines the step-by-step legal process of transferring Inherited Shares and Investments:
Step 1: Identify the Account Type
- Joint Account: The survivor needs to apply for transmission.
- Nominee Registered: Nominee applies with minimal submission of documents.
- No Nominee: Legal heirs must establish their claim through court documents.
Step 2: Collect Required Documents
According to the type of account and the value of shares (below or above ₹5 lakh), prepare the relevant set of documents listed above under the heading ‘Documents Required’.
Step 3: Submit Application to Depository Participant or Company
The application must be filed with the Depository Participant in the case of transmission of shares held in a demat form, and with the company’s registrar directly for physical shares.
Step 4: Wait for Verification
The registrar or the DP verifies the submitted documents. If the documents are found to be in order, the transmission of the shares will be done to the claimant’s demat account.
Step 5: Transfer to the Claimant’s Demat Account
Once the claim is approved, the shares show up in the claimant’s demat account, thereafter allowing them to manage, sell, or hold the shares as they like.
Additional Step (for Unclaimed Shares)
In case the shares or dividends have been unclaimed for more than seven years, they may have been transferred to the Investor Education and Protection Fund (IEPF), and in such a case:
- Obtain the entitlement letter from the company.
- Apply online to the IEPF Authority with the required documents; and
- The verification will lead to transferring shares and dividends to the rightful claimant.
Transfer vs Transmission of Shares
| Particulars | Transfer of Shares | Transmission of Shares |
| Definition | Voluntary handover of shares | Involuntary transfer due to death, incapacity |
| Initiated By | Shareholder (transferor) | Legal heir or nominee |
| Legal Document Needed | Transfer deed | Death certificate, succession docs, etc. |
| Court Involvement | Not required | May be required (if no nominee or dispute) |
| Consent Required | From both the buyer and the seller | Not applicable |
| Stamp Duty | Payable | Not applicable |
| Ownership Change | Immediately upon execution | After document verification and legal clearance |
Legal Implications and Penalties
Failure to complete the process of transmission may have legal ramifications. Share transmission is governed by Section 56 of the Companies Act, 2013. Any breach of the prescribed legal procedures can lead to:
Penalty for the Company: As per Section 56 of the Companies Act, 2013:
- The Company: Fine from ₹25,000 to ₹5,00,000
- Officer in Default: Fine from ₹10,000 to ₹1,00,000
Besides, if they further fail in the lawful transmission of shares, the heirs shall be:
Loss of Rights: Unregistered heirs shall not be entitled to vote or claim dividends/corporate benefits.
Delay in the access to their assets: Those entitled as legal heirs cannot manage or sell shares.
Further, there could be disputes amongst heirs and hesitance on their claims by companies while the matter is pending or unresolved.
Conclusion
The transfer of shares and investments inherited by the rightful claimant is not mere paperwork but a critical legal process to ensure rightful ownership, financial access, and a sense of relief. It may appear overwhelming, especially after being traumatized, but knowing what steps to take and having the right documents will help ease the burden.
If it is a case of joint accounts, demat accounts with nominations, and other alternatives needing proof of legal heirship, the sooner the better. Legal assistance will go a long way, and availing services such as Investorlink can help you smooth the entire process.
Just remember, part of inheritance is sharing the burden. Conclusively, carrying anything out concerning legalities is very important to do justice to the deceased by putting the others involved to rest.
Frequently Asked Questions
Inherited shares refer to the equity investments that are passed on to the legal heir or a nominee after the death of the original holder. These shares might appreciate due to market performance or corporate actions: bonuses, splits, etc. The heir or nominee becomes entitled to dividends, ownership rights, and potential earnings from these shares after completing necessary legal procedures, like transmission, for obtaining full control of these shares.
The transmission of shares is the legal process of transferring shares from a deceased member to the nominee or legal heirs. It is not a transaction like sales or gifts. Transmission happens due to involuntary conditions like death, insolvency, or incapacity. Such transfers are regulated under Section 56 of the Companies Act, 2013, and do not attract any stamp duty. The documents, like a death certificate and legal heir, or nomination proofs, are required for the ownership change in transmission.
The Transfer of Shares and Transmission of Shares involve two different processes. In transfer, the act is voluntarily carried out by the shareholder et al. by transferring shares to someone else with a proper transfer deed and with stamp duty. Transmission, however, is done as required by law due to death, insolvency, or incapacity. No transfer deed or stamp duty is required for transmission, but legal documents such as death certificates and succession certificates may be required.
A succession certificate is a legal document that can be issued by a civil court to recognize the rightful ownership of movable assets of the deceased, including shares with respect to the assets, when there is no will. This empowers the heir to become aware of debts or collect securities in the deceased’s name. It is necessary in case of no nominee or in case the inherited value of securities is above ₹5 lakh. It requires filing a petition, which generally may take a few months.
Probate of a will is a judicial sanction whereby the court establishes the validity of a deceased person’s will and that the same was lawfully executed. It is required when the deceased made a will indicating the distribution of his stocks. The executor appointed in the will can apply for probate, which will enable the transfer of the stocks to the beneficiary named in the will. Mainly, the matter is pursued in district courts to avoid any disputes among legal heirs over asset distribution.
The typical span of the transmission process may last for about two to four weeks if all documents are complete and orderly. But in cases where the heir has to deal with succession certificates or other court-based processes, such cases might last for several months. Other possible delays would arise in the case of physical shares, multiple company payouts, or other heirs contesting documents. One may seek assistance to speed up the processes.
To reclaim from IEPF, a legal heir or nominee must obtain an entitlement letter from the company, make an online claim on the IEPF website, and send physical documents such as a death certificate, a transmission form, and identity proof. The shares are then transferred to the claimant’s demat account after document checks by the IEPF Authority, while unclaimed dividends are deposited into the connected bank account. A patient and prudent approach shall be taken throughout the process.
Yes, NRIs can inherit shares of Indian companies. The transmission process is the same, but an NRI has to comply with the regulations prescribed under FEMA. Further, the shares inherited should be transferred to the NRI’s NRO demat account, and the proceeds of any sale or dividends, together with any remittances to be received, might be subject to repatriation restrictions. NRIs must submit KYC documents, and attestation from the consulate may be required for certain documents for legal validation.
Yes, corporate shares may also be inherited; however, the transmission process would be more complicated. The Articles of Association of the company may prescribe certain internal requirements for transmission. If that happens, board approval may be necessary, as well as cooperation with shareholder agreements. Study the legal structure of these holdings and get in touch with legal or corporate advisors who will enable a nuanced processing of such realities.