ISIN for Private Limited Companies
The International Securities Identification Number (ISIN) is a universally recognized code used to uniquely identify securities, facilitating efficient trading and settlement processes on a global scale. Introduced to address the need for a standardized identification system for securities, ISINs play a crucial role in financial markets by providing a consistent method to distinguish between various types of financial instruments.
Each ISIN is unique to a specific security, ensuring that no two securities worldwide have the same identifier. This uniqueness helps prevent confusion and ensures accurate tracking and reporting.
The amendment in the Companies Act pertaining to the demat of shares has significant implications for private limited companies. Initially, the dematerialization provision applied only to listed companies. However, with the notification issued by the Ministry of Corporate Affairs in October 2023, private limited companies are now mandated to convert their shares into demat form as well.
Applicability of Demat Provisions
The demat provisions do not apply to certain categories of companies
- Nidhi companies,
- government companies,
- wholly-owned subsidiaries of public companies
- small private limited companies.
Provision is applicable to following companies:
- Public limited companies
- Non-small private limited companies
- Section 8 companies
- Subsidiaries of foreign or Indian companies
- Producer companies (if non-small)
- Wholly-owned subsidiaries of private limited companies
- NBFCs
- Companies registered with regulatory authorities.
Application Process for ISIN
This blog post will delve into the detailed process of how private limited companies can apply for an ISIN. The ISIN is a crucial identifier for securities, and obtaining it involves specific steps and considerations.
Private limited companies looking to apply for an ISIN need to follow a structured process. Here are the key steps involved:
- Board Meeting
The company must convene a board meeting to select a Registrar and Transfer Agent (RTA) and a depository to manage the ISIN application process.
- Agreement with RTA
After selecting the RTA, the company enters into a contractual agreement with them. The RTA will facilitate a tri-party agreement between the depository, RTA, and the company, along with preparing necessary documentation for share conversion into dematerialized form.
- Document Review and Submission
The RTA provides the required documents to the company, which needs to review, sign, and submit them back to the RTA. Subsequently, the RTA forwards these documents to the National Securities Depository Limited (NSDL) or Central Depository Services Limited (CDSL) for ISIN application.
Costs Associated with ISIN Application
1. RTA Charges
The cost of the RTA services can vary significantly, ranging from ₹3,000 to ₹20,000 per year. Companies must choose an RTA according to their budget and service requirements.
2. Depository Fees
Both NSDL and CDSL charge similar fees for ISIN application:
One-time fee: Approximately ₹15,000 for each company.
Security deposit: ₹10,000 per company.
Annual fee: Based on the company’s capital, typically ranging from ₹5,000 to ₹7,000 for NSDL or CDSL.
Company Registration with Depositories
Private companies have the flexibility to choose between NSDL and CDSL for ISIN application. It is not mandatory to register with both depositories. However, directors or shareholders must open demat accounts with the chosen depository. Ensuring compliance with the prescribed procedures and agreements is crucial for a smooth ISIN application process.
Conclusion
Navigating the process of converting shares into dematerialized form through ISIN application is vital for private limited companies. By understanding the steps, costs, and considerations involved, companies can streamline the application process and comply with regulatory requirements effectively.
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