What is Transmission of Shares? | Physical Share Solutions

What does Transmission of shares mean? in Physical Shares

While the transfer of shares relates to a voluntary act of the shareholder, transmission is brought about by operation of law. The word ‘transmission’ means devolution of title to shares otherwise than by transfer, for example, devolution by death, succession, inheritance, bankruptcy, marriage, etc.

While the transfer of shares is brought about by delivery of a proper instrument of transfer (viz, transfer deed) duly stamped and executed, transmission of shares is done by forwarding the necessary documents (such as a notarized copy of death certificate) to the company.

On registration of the transmission of shares, the person entitled to transmission of shares becomes the shareholder of the company and is entitled to all rights and subject to all liabilities as such shareholder.

When Does Transmission of Shares Take Place

  • The deceased’s account has no holdings and no funds
  • A joint account holder exists
  • The account holder has appointed a nominee
  • The account holder has not added a nominee to their account but has holdings.
  • -Holding value less than 5lakhs
  • -Holding value more than 5lakhs

Each scenario has different procedures that need to be followed.

  • Transmission of shares is a process by operation of law where under the Shares are registered in a Company in the name of deceased person or an insolvent person are registered in the name of his legal heirs by the Company on proof of death or insolvency as the case may be.
  • Article of the Company usually provide the provisions of Transmission of shares. In absence of such provisions, Company will follow Regulations 23 to 27 of Table F to govern the provision of Transmission of shares.
  • Transmission of shares takes place when registered member dies or is adjudicated insolvent or lunatic by competent court.
  • As per the above regulations, legal representatives are entitled to the shares held by the deceased person and company must accept the evidence of Succession.

Essential Aspects of Transmission of Shares:

  1. Generally, the provisions of transmission of shares are provided in the Articles of Association (AoA) of the Company. In absence of such provisions, the Company would then follow regulations 23 to 27 of Table F of Companies Act, 2013.
  2. As per the governing regulations, legal representatives are entitled to the shares held by such registered members and the Company must accept the evidence of succession.
  3. Succession Certificate or Letter of Administration or Probate or Evidence acquired by the Board of Directors can be accepted as evidence of succession. If the succession certificates have been granted in respect of shares, the Company should not insist on providing probate or letter of administration.
  4. The legal heirs/representatives are the legal owners of the shares and are entitled to get dividends and other advantages to which they would be entitled if they were the registered holders of the Shares. However, they would not be entitled to exercise voting rights or other rights in a general meeting unless they have registered themselves as a member in respect of the Shares. They may apply to be registered members of the Company.
  5. Legal heirs are also allowed to transfer the shares as likely as the deceased or insolvent member would have done.
  6. Since it is a process by operation of law, shares are transmitted to legal heirs without any consideration and thus do not attract any stamp duty.
  7. There is no necessity to have an instrument of Transfer (‘Deed’) executed for the purpose of transmission of shares.
  8. Shares would continue to be subject to the original liabilities, even in case of their transmission. For an instance, if some lien existed on the shares for any sum due, on their transmission such lien would subsist.

Transmission in Case of Small Shareholding:

The Company may affect transmission without obtaining a succession certificate. However, the Board shall ensure that sufficient evidence is produced by the legal heirs.

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What is IEPF ? | Recovery of Shares from IEPF, IEPF CLAIM

Investor Education and Protection Fund (IEPF) is for promotion of investors’ awareness and protection of the interests of investors. This website is an information providing platform to promote awareness, and it does not offer any investment advice or evaluation.

It is a fund set up to pool in all the dividends of the Asset Management Companies, matured deposits, share application interests or money, debentures, interests, etc. that are unclaimed for seven years. All the money collected from these sources has to be transferred to IEPF. Investors, who are trying to seek a refund for their unclaimed rewards can now do so from the Investor Protection and Education Fund (IEPF). The fund has been set up under the guidance of SEBI and the Ministry of Corporate Affairs India (MCA).

Why was IEPF introduced? | Recovery of Shares from IEPF

IEPF concept was introduced initially with the idea of using the investor’s money for their benefits such as investor’s education, investor’s awareness programme. Later in 2016, the government made it mandatory the transfer of underlying shares on which dividends had not been claimed for the last seven consecutive years. This gave rise to ambiguities with respect to the process of transferring the same to the government and certain other confusions among all the stakeholders. Therefore, this was amended by the MCA several times including the recent amendment, dated 14th August, 2019 through which the process has been simplified.

Search Unclaimed/Unpaid Amounts

Companies retains dividends, deposits, Share Application Money and debentures, for seven years with them for payment to investors and after expiry of seven years, transfer the said amount to IEPF. The details of such amounts which are due to be transferred to IEPF, and still lying with company are available. This facility may be availed by clicking Search Unclaimed/Unpaid Amount.

Section 125 of the Companies Act, 2013
This Act states that:

Sub-section(1), the central government of India shall make a fund called the Investor Education and Protection Fund. (Here, the word ‘fund’ means IEPF)


(a) The Central Government by way of grants for being utilized for the purposes of the fund (IEPF) provides a certain amount by the law which should be credited to the IEPF;

(b) There are various institutions and government bodies which provide donations to credit the IEPF;

(c) According to Sub-section(5) of section 124 of the Companies Act,2013 the fund ie, the IEPF shall be credited by the amount of money kept in the unpaid or unclaimed dividend account of that company;

(d) According to Sub-section(5) of section 205A of the Companies Act, 1956 the fund which is the IEPF shall be added by the amount of money in the general revenue account of the central government;

(e) According to section 205C of the Companies Act, 1956 section 205C is the Act which governed IEPF in 1956 until 2013 when new Act came into existence) the fund should be added by the amount in the IEPF;

f) The fund should be credited by the interest or other income received out of the investments which is the amount of money invested by number of individuals in a particular company;

g) Under sub-section (4) of section 38 of the Companies Act, 2013; the fund should be credited by the amount received;

(h) The money received by the companies through application for allotment of any securities, the fund should be credited by that amount;

(i) The fund should be credited by companies having matured deposits other than banking companies;

(j) The fund should be credited by companies having matured debentures;

(k) IEPF should be added by the interest earned or incurred by the money received by the companies through application for allotment of securities, matured deposits and matured debentures;

(l) IEPF shall be added by sale proceeds of shares on issue of bonus shares, merger and consolidation for consecutive seven or more; and

(m) IEPF shall be added by recovered preference shares which are unpaid or unclaimed for seven or more than consecutive seven years or more; and(n) The fund should be credited by such other amounts as may be prescribed.

The clauses (h) to (j) shall only form the part of IEPF if such amount remains unclaimed and unpaid for seven consecutive years from the due date.

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