All About ISIN for Private Limited Companies: Process and Compliance

All About ISIN for Private Limited Companies: Process and Compliance. The International Securities Identification Number (ISIN) is a unique identifier assigned to securities such as equity shares, debentures, and bonds. For Private Limited Companies, obtaining an ISIN is mandatory now for dematerializing shares and completing the compliance with Rule 9B of Companies Act 2013 read with Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023 and 2025. With the push towards a digital economy, dematerialization of shares has become a standard requirement, enabling ease and transparent transactions, transferability, and enhanced corporate governance.
In this article, we discuss everything about ISIN for Private Companies, including the process, compliance requirements under Rule 9B of Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2014 and other Depository Act as applicable including the role of Central Depository Services (India) Limited (CDSL) in dematerialization of Shares for Private Company.
New deadline to apply for an ISIN (International Securities Identification Number) by Companies
Further, recently the Ministry of Corporate Affairs (MCA) has provided much-needed relief for non-small private limited companies by extending the deadline to apply for an ISIN (International Securities Identification Number) by Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2025.
• New Due Date: 30th June 2025
• Earlier Deadline: 30th September 2024 
If your company missed the earlier deadline, you have the opportunity to comply by 30th June 2025 as this extension allows more time for companies to ensure proper dematerialization of securities in line with MCA requirements.
With Compliance Calendar LLP, simplify your ISIN allocation and DEMAT processing. From documentation and regulatory approvals to liaising with NSDL/CDSL and ensuring full compliance, we handle everything efficiently for a smooth process.
What is ISIN and Why is it Required for Private Limited Companies?
ISIN, a 12-digit alphanumeric code, is used globally to uniquely identify a security. In India, it is issued by CDSL and NSDL under the supervision of the Securities and Exchange Board of India (SEBI).
For a Private Limited Company, ISIN is essential for:
• Dematerialization of shares, ensuring digital record-keeping and eliminating risks associated with physical certificates.
• Corporate governance and compliance with the SEBI (Depositories and Participants) Regulations, 2018.
• Facilitating future fund-raising and share transactions.
• Mandatory requirement for public issues and listing if the company plans to go public.
• Streamlining shareholder management through an electronic database.
Act Governing ISIN and Dematerialization
A Private Limited Company is governed by multiple regulations concerning ISIN and dematerialization, including:
• The Companies Act, 2013 (Sections 2(68) and 56) – Restricts transferability of shares and prohibits public invitations for securities read with Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2014 and Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023 & Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2025.
• The Depositories Act, 1996 – Governs depository services in India.
• SEBI (Depositories and Participants) Regulations, 2018 – Lays down the rules for ISIN allotment and dematerialization.
• The Securities and Exchange Board of India Act, 1992 – Regulates the securities market.
Declaration for ISIN Application with CDSL
When applying for ISIN, a Private Limited Company must submit a declaration to CDSL acknowledging key legal provisions. The declaration must be printed on the company’s letterhead and contain the following confirmations:
Key Undertakings in the Declaration:
1. Compliance with the Companies Act, 2013

Acknowledgment of transfer restrictions under Section 2(68) and Section 56.

Confirmation that the number of shareholders does not exceed 200.

Declaration that the company will not invite the public for subscription of shares.

2. Compliance with Depository Laws

Acceptance that CDSL has no control over share transfers in demat form.

Recognition that Depositories Act, 1996 supplements other laws concerning securities.

3. Reconciliation of Securities

The company must ensure that the dematerialized securities do not exceed issued capital.

A commitment to regular reconciliation of demat and physical shares.

4. Indemnity Clause

The company undertakes to indemnify CDSL, its directors, and employees against any liability arising from non-compliance or breaches of regulation.

Step-by-Step Process for ISIN Registration for Private Companies
Step 1: Appoint a Registrar and Transfer Agent (RTA)
A Private Limited Company must engage a SEBI-approved RTA to facilitate ISIN registration and dematerialization. The RTA acts as an intermediary between the company, CDSL/NSDL, and shareholders.
Step 2: Apply for ISIN with CDSL
• Submit a duly filled ISIN application form to CDSL via the RTA.
• Provide the required documents (discussed below).
Step 3: Submission of Declaration Letter
• The declaration letter confirming adherence to Companies Act, SEBI regulations, and depository laws must be submitted on the company’s letterhead.
Step 4: Verification and Approval by CDSL
• CDSL verifies the submitted documents and approves the ISIN allotment.
• Upon approval, the company receives its unique ISIN.
Step 5: Dematerialization of Shares
• Shareholders submit Dematerialization Request Forms (DRFs) along with physical share certificates to their Depository Participants (DPs).
• The company approves dematerialization requests via the RTA.
• The shares are converted into electronic format and credited to shareholders’ demat accounts.
Documents Required for ISIN Application 
To obtain ISIN, a Private Limited Company must submit:
1. Copy of Certificate of Incorporation
2. Copy of Memorandum & Articles of Association (MOA & AOA)/INC-33 & INC-34 
3. CTC of Board Resolution authorizing ISIN application
4. Shareholding pattern signed by a director
5. Copy of PAN Card of the Company
6. RTA Appointment Agreement
7. Declaration Letter on the Company’s Letterhead
8. Duly filled ISIN Application Form
Conclusion
Therefore, obtaining an ISIN and dematerializing shares is a legally sound step for Private Limited Companies seeking better compliance, hassle-free share transfers, and future scalability. By complying with the correct process under the Companies Act 2013 and fulfilling mandatory compliance requirements, companies can facilitate the transition of their shareholders to the DEMAT system by surrendering physical share certificates.
However, before surrendering the original share certificates, it is mandatory and recommended to check that the applicable stamp duty has been paid in accordance with the respective state’s stamp laws. Failure to do so may lead to complications, as physical certificates might be required for verification at the SDM office during duty payment. To avoid any future issues, it is strongly recommended to clear the stamp duty first before proceeding with dematerialization.
Moreover, once an ISIN is obtained, companies must comply with the PAS-6 filing requirement, a half-yearly return applicable to all companies with a valid ISIN as of 31.03.2024 (first-time filing). At Compliance Calendar, we simplify the entire process through a structured, step-by-step approach, ensuring a hassle-free transition to dematerialized shares while maintaining full regulatory compliance under Company Laws.
Frequently Asked Questions (FAQs)
Q1. Is ISIN mandatory for Private Limited Companies?
Ans. ISIN is not mandatory unless the company opts for dematerialization. However, as per Rule 9B of the Companies Act, 2013, unlisted public companies must dematerialize their shares.
Q2. How long does it take to get ISIN?
Ans. The process usually takes 7-10 working days, subject to verification and document submission.
Q3. Can Private Limited Companies trade shares in demat form?
Ans. Yes, but transfer restrictions under Section 2(68) of the Companies Act, 2013 apply.
Q4. Who assigns ISIN in India?
Ans. ISIN is assigned by CDSL and NSDL, the two central depositories in India.
Q5. What happens if a company fails to reconcile dematerialized and physical shares?
Ans. Non-compliance can result in penalties and regulatory action from SEBI and MCA.

The International Securities Identification Number (ISIN) is a unique identifier assigned to securities such as equity shares, debentures, and bonds. For Private Limited Companies, obtaining an ISIN is mandatory now for dematerializing shares and completing the compliance with Rule 9B of Companies Act 2013 read with Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023 and 2025. With the push towards a digital economy, dematerialization of shares has become a standard requirement, enabling ease and transparent transactions, transferability, and enhanced corporate governance.

In this article, we discuss everything about ISIN for Private Companies, including the process, compliance requirements under Rule 9B of Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2014 and other Depository Act as applicable including the role of Central Depository Services (India) Limited (CDSL) in dematerialization of Shares for Private Company.

New deadline to apply for an ISIN (International Securities Identification Number) by Companies

Further, recently the Ministry of Corporate Affairs (MCA) has provided much-needed relief for non-small private limited companies by extending the deadline to apply for an ISIN (International Securities Identification Number) by Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2025.

• New Due Date: 30th June 2025

• Earlier Deadline: 30th September 2024

If your company missed the earlier deadline, you have the opportunity to comply by 30th June 2025 as this extension allows more time for companies to ensure proper dematerialization of securities in line with MCA requirements.

With Compliance Calendar LLP, simplify your ISIN allocation and DEMAT processing. From documentation and regulatory approvals to liaising with NSDL/CDSL and ensuring full compliance, we handle everything efficiently for a smooth process.

What is ISIN and Why is it Required for Private Limited Companies?

ISIN, a 12-digit alphanumeric code, is used globally to uniquely identify a security. In India, it is issued by CDSL and NSDL under the supervision of the Securities and Exchange Board of India (SEBI).

For a Private Limited Company, ISIN is essential for:

• Dematerialization of shares, ensuring digital record-keeping and eliminating risks associated with physical certificates.

• Corporate governance and compliance with the SEBI (Depositories and Participants) Regulations, 2018.

• Facilitating future fund-raising and share transactions.

• Mandatory requirement for public issues and listing if the company plans to go public.

• Streamlining shareholder management through an electronic database.

Act Governing ISIN and Dematerialization

A Private Limited Company is governed by multiple regulations concerning ISIN and dematerialization, including:

• The Companies Act, 2013 (Sections 2(68) and 56) – Restricts transferability of shares and prohibits public invitations for securities read with Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2014 and Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023 & Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2025.

• The Depositories Act, 1996 – Governs depository services in India.

• SEBI (Depositories and Participants) Regulations, 2018 – Lays down the rules for ISIN allotment and dematerialization.

• The Securities and Exchange Board of India Act, 1992 – Regulates the securities market.

Declaration for ISIN Application with CDSL

When applying for ISIN, a Private Limited Company must submit a declaration to CDSL acknowledging key legal provisions. The declaration must be printed on the company’s letterhead and contain the following confirmations:

Key Undertakings in the Declaration:

1. Compliance with the Companies Act, 2013

Acknowledgment of transfer restrictions under Section 2(68) and Section 56.
Confirmation that the number of shareholders does not exceed 200.
Declaration that the company will not invite the public for subscription of shares.

2. Compliance with Depository Laws

Acceptance that CDSL has no control over share transfers in demat form.
Recognition that Depositories Act, 1996 supplements other laws concerning securities.

3. Reconciliation of Securities

The company must ensure that the dematerialized securities do not exceed issued capital.
A commitment to regular reconciliation of demat and physical shares.

4. Indemnity Clause

The company undertakes to indemnify CDSL, its directors, and employees against any liability arising from non-compliance or breaches of regulation.

Step-by-Step Process for ISIN Registration for Private Companies

Step 1: Appoint a Registrar and Transfer Agent (RTA)

A Private Limited Company must engage a SEBI-approved RTA to facilitate ISIN registration and dematerialization. The RTA acts as an intermediary between the company, CDSL/NSDL, and shareholders.

Step 2: Apply for ISIN with CDSL

• Submit a duly filled ISIN application form to CDSL via the RTA.

• Provide the required documents (discussed below).

Step 3: Submission of Declaration Letter

• The declaration letter confirming adherence to Companies Act, SEBI regulations, and depository laws must be submitted on the company’s letterhead.

Step 4: Verification and Approval by CDSL

• CDSL verifies the submitted documents and approves the ISIN allotment.

• Upon approval, the company receives its unique ISIN.

Step 5: Dematerialization of Shares

• Shareholders submit Dematerialization Request Forms (DRFs) along with physical share certificates to their Depository Participants (DPs).

• The company approves dematerialization requests via the RTA.

• The shares are converted into electronic format and credited to shareholders’ demat accounts.

Documents Required for ISIN Application

To obtain ISIN, a Private Limited Company must submit:

1. Copy of Certificate of Incorporation

2. Copy of Memorandum & Articles of Association (MOA & AOA)/INC-33 & INC-34

3. CTC of Board Resolution authorizing ISIN application

4. Shareholding pattern signed by a director

5. Copy of PAN Card of the Company

6. RTA Appointment Agreement

7. Declaration Letter on the Company’s Letterhead

8. Duly filled ISIN Application Form

Conclusion

Therefore, obtaining an ISIN and dematerializing shares is a legally sound step for Private Limited Companies seeking better compliance, hassle-free share transfers, and future scalability. By complying with the correct process under the Companies Act 2013 and fulfilling mandatory compliance requirements, companies can facilitate the transition of their shareholders to the DEMAT system by surrendering physical share certificates.

However, before surrendering the original share certificates, it is mandatory and recommended to check that the applicable stamp duty has been paid in accordance with the respective state’s stamp laws. Failure to do so may lead to complications, as physical certificates might be required for verification at the SDM office during duty payment. To avoid any future issues, it is strongly recommended to clear the stamp duty first before proceeding with dematerialization.

Moreover, once an ISIN is obtained, companies must comply with the PAS-6 filing requirement, a half-yearly return applicable to all companies with a valid ISIN as of 31.03.2024 (first-time filing). At Compliance Calendar, we simplify the entire process through a structured, step-by-step approach, ensuring a hassle-free transition to dematerialized shares while maintaining full regulatory compliance under Company Laws.

Frequently Asked Questions (FAQs)

Q1. Is ISIN mandatory for Private Limited Companies?

Ans. ISIN is not mandatory unless the company opts for dematerialization. However, as per Rule 9B of the Companies Act, 2013, unlisted public companies must dematerialize their shares.

Q2. How long does it take to get ISIN?

Ans. The process usually takes 7-10 working days, subject to verification and document submission.

Q3. Can Private Limited Companies trade shares in demat form?

Ans. Yes, but transfer restrictions under Section 2(68) of the Companies Act, 2013 apply.

Q4. Who assigns ISIN in India?

Ans. ISIN is assigned by CDSL and NSDL, the two central depositories in India.

Q5. What happens if a company fails to reconcile dematerialized and physical shares?

Ans. Non-compliance can result in penalties and regulatory action from SEBI and MCA.