Shares After a Death: Nominee or No Nominee, and Why It Changes Everything

When a shareholder dies, the first question a registrar asks is whether a nominee was registered. The answer decides who applies, what they send, and whether anyone needs to go near a court.

How to find out

• Demat shares: the nomination is recorded on the demat account. The depository participant (the broker or bank that ran the account) can tell the family, and it usually appears on the account statement.
• Physical shares: nominations were registered with the company, folio by folio, on Form SH-13 or its older equivalent. Write to the company's registrar with the folio number and a copy of the death certificate and ask.

A nomination on the demat account doesn't cover physical certificates, and one physical folio's nomination doesn't cover another. Check each holding separately.

If there is a nominee

This is the simple route. Under SEBI's July 2026 framework the nominee sends the registrar the transmission request form at Annexure-3, a verifiable death certificate, and the latest Client Master List of their demat account, with the original certificates for a physical holding. For demat shares, the nominee applies to the depository participant.

No succession certificate, will or NOC from the rest of the family is needed for the registrar to act.

A nominee is not automatically the owner

Families often miss this. Registering shares in the nominee's name lets the company or depository close its books. It doesn't decide who ultimately inherits.

SEBI's July 2026 framework says it directly: the nominee receives the assets of the deceased holder as trustee on behalf of the legal heirs. That follows the Supreme Court's ruling in Shakti Yezdani v. Jayanand Jayant Salgaonkar (14 December 2023), that a nomination under the Companies Act does not override the law of succession.

In practice, when the nominee is also the only heir, or the family agrees, nothing more happens. Where they are different people, the family should agree in writing how the shares will be dealt with once they reach the nominee.

If there is no nominee

Legal heirs apply. Since SEBI's July 2026 framework, what they need depends mainly on value:

• Up to ₹10 lakh per listed company for physical shares, or ₹30 lakh per beneficial owner for demat: a notarised indemnity bond (Annexure-4) and a notarised affidavit-cum-NOC from all the legal heirs (Annexure-5) — or, in place of the NOC, a family settlement deed executed by all the heirs and attested by a notary public or gazetted officer, or accepted by a magistrate, judge or civil court. No succession certificate. A company may set a higher limit for physical shares. Both documents go on non-judicial stamp paper of the value prescribed by the claimant's own state.
• Above those limits: the will with an indemnity bond, or a legal heirship certificate (from a revenue authority not below the rank of Tehsildar) with an indemnity bond — each of those also needs an affidavit-cum-NOC from all the legal heirs. A succession certificate, letter of administration or court decree stands on its own: produce one and no NOC is required.
• Very small holdings: up to ₹10,000 in physical form or ₹30,000 in demat, SEBI's Quick Transmission Processing lets a parent, spouse, child or parent-in-law claim on a plain-paper transmission request form-cum-undertaking (Annexure-2) with proof of the relationship.

Probate is no longer compulsory for any of these. The detail, including the family settlement route, is in our guide to SEBI's July 2026 transmission rules.

Which route are you on?

• Nominee registered and alive: nominee applies with the death certificate, the Annexure-3 request form and a current Client Master List
• Nominee registered but has also died: treat it as no nominee; the shareholder's legal heirs apply
• Joint holding, one holder has died: the surviving holder applies. See when a joint holder dies.
• No nominee, holding within the limits: indemnity bond and affidavit-cum-NOC from the other heirs
• No nominee, holding above the limits: add a will, legal heirship certificate or succession certificate. Which document suits your family.
• Any heir disputes the claim: the simplified framework excludes disputes; take legal advice

This is general information about the process. Where heirs disagree, or a minor or an heir abroad is involved, have a lawyer look at the specific facts.