Jayanta Bandyopadhyay 29 April 2025

Pas6- pending share transfer

Family owns an unlisted public limited company . One shareholder passed away. Procedure of succession certificate, court fees,stamp duty are pending. Can company internally update by filing PAS 6,reporting to NSDL-ISIN about this change for the time being.

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For an unlisted public limited company, share transfers following a shareholder's death cannot be updated internally or reported via PAS 6 until the formal transmission process is complete. This requires legal documentation like a succession certificate. Filing incorrect information prematurely can lead to non-compliance. The heirs must apply for share transfer with the necessary legal documents, and the company must await this verification before updating records or reporting to NSDL-ISIN.

4 Replies

R.K Nanda (Advocate) 29 April 2025

Consult your company CA.

Dr. J C Vashista (Advocate ) 30 April 2025

Show the relevant documents to your CA / CS for analyses and professional advise, however, it is not a legal dispute.

S Jadhav 98336 98330 (Jadhav & Associates) 04 May 2025

The heirs of the concerned shareholders have to apply for the shares to be transferred as per the will (if valid will is available and may need to be probated) or then have to apply to the court to get a heirship certificate which can be atatched to the request for transfer of shares.

As a precaution, ask all the remaining shareholders to file nominations. The regulators are making it mandatory to nominate.

The company cannot transfer the shares unilaterally. If done in violation of the law, there could be adverse consequences

Vishesh K Sapra (Advocate Supreme Court (888-215-3399)) 05 May 2025

Hey Mr. jayanta,

Let me answer this from a legal perspective, an unlisted public limited company cannot update its records or file Form PAS-6 to reflect a change in shareholding due to the death of a shareholder until the formal transmission process is completed. This process requires the submission of appropriate legal documents, such as a succession certificate, to the company. Only after verifying these documents can the company register the transmission in its records.

Form PAS-6 is a half-yearly compliance requirement for unlisted public companies to report the reconciliation of share capital held in dematerialized and physical forms. Filing PAS-6 with unverified or incorrect information, such as updating shareholding to reflect a transmission that has not been legally completed, would constitute non-compliance with statutory requirements. Similarly, reporting changes to NSDL regarding ISIN allocations must be based on accurate and legally verified information.

Therefore, the company must await the completion of the legal transmission process, including obtaining the necessary succession certificate, before updating its internal records, filing Form PAS-6, or reporting changes to NSDL-ISIN. Prematurely updating these records without legal validation could lead to regulatory non-compliance and potential legal consequences.

For further assistance on this matter, please feel free to contact me at adv.vishesh@icloud.com.