SEBI Proposes Easier Transmission Rules for Securities

The consultation paper proposes amendments to the regulatory framework governing transmission of securities in order to simplify documentation requirements and improve ease of investing. SEBI noted that existing procedures under the LODR Regulations and Master Circular often create difficulties for claimants due to complex documentation, low threshold limits for simplified transmission, and inconsistent practices among intermediaries. Currently, simplified documentation is allowed for holdings up to ₹5 lakh for physical securities and ₹15 lakh for dematerialised holdings. Considering market growth and investor feedback, SEBI proposes revising these limits to ₹10 lakh for physical holdings and ₹30 lakh for demat holdings. A new category of “Straight Through Processing” is also proposed for very small claims with minimal documentation. The paper further recommends standardising documentation requirements, removing mandatory probate of wills in many cases, clarifying authorities for issuing legal heirship certificates, and expanding acceptable proof of death for investors who die abroad. Entities will also be required to process transmission claims within 21 days. Public comments have been invited until April 2, 2026.

Securities and Exchange Board of India

Consultation Paper – Ease of investing – Simplification of documentation requirement for transmission of securities and revision in threshold limits for simplified documentation

March 12, 2026

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Objective

1. This consultation paper seeks comments / views / suggestions from the public and stakeholders on the proposal for simplifying documentation requirement for transmission of securities and revising limits for simplified documentation by amendment to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) and Master Circular for Registrars to an Issue and Share Transfer Agents (“RTAs”) dated February 06, 2026 (“Master Circular”).

Background

2. Vide Schedule VII of LODR Regulations and Para 21 of Master Circular, SEBI has specified the procedural requirements including certain documentation requirement for transmission of securities.

3. SEBI encourages investors to avail the facility of nomination. Nomination enables faster settlement of claims to the survivors. When a nomination is registered, securities can be transferred to the nominee smoothly and quickly, with minimal documentation.

4. In cases where nomination is not registered, a simplified documentation has also been specified upto a threshold limit. Currently this threshold limit is up to Rs. 5 lakhs per listed entity for physical securities and Rs. 15 lakhs per beneficial owner for dematerialised securities. For those above the threshold, normal documentation is required.

5. However, based on feedback from investors, it was noted that divergent practices are being followed by Listed Companies/RTAs/Depositories/Depository Participants (DPs) (hereinafter collectively referred to as ‘entity’ or ‘entities’) while processing transmission requests, thus placing uncertainties in the way of survivors claiming such securities.

6. SEBI has also received representations from investors, RTAs and listed entities highlighting the following concerns:

6.1. Documentation complexities, coupled with the legal hassle of obtaining a probate of will or succession certificate which is a time-consuming process.

6.2. Ambiguity about ‘relevant authority’ for issuance of Legal Heirship Certificates.

6.3. Low thresholds for simplified documentation – Rs. Five lakhs for physical securities and Rs. 15 lakhs for demat holdings, which are now inadequate given market growth, higher prices of securities and changing investor requirements.

6.4. Additional hurdles – insistence on probated wills instead of notarised wills or civil declarations in jurisdictions where probate was not mandatory.

6.5. Cumbersome process of getting a certified copy of death certificate outside India.

7. Claim procedures may sometimes increase the hardship for bereaved families. However, there is a potential of fraud, wrongful transmission and legal disputes, which lead entities processing transmission requests to be over cautious, often resulting in extra documentation requirements including requirement of probated will in certain cases.

8. Section 213 of the Succession Act provides that no right as executor or legatee could be established in any Court unless a court of competent jurisdiction in India granted probate of the Will under which the right is claimed.

8.1. This was applicable to wills made by Hindus, Parsis, Sikhs and Jains in specific jurisdictions, namely the erstwhile ‘presidency towns’ of Bombay now Mumbai, Calcutta now Kolkata and Madras now Chennai in respect of immovable property situated within those limits.

8.2. This provision, however, did not extend to Muslims and Indian Christians, whose testamentary succession is governed by their respective personal laws.

9. However, there has been a recent development in the matter. w.e.f December 20, 2025, mandatory probate requirement was abolished by eliminating Section 213 of the Indian Succession Act, 1925, thereby removing the mandatory probate for Hindus, Buddhists, Sikhs, Jains, and Parsis in Mumbai, Chennai, and Kolkata. This makes probate optional, aiming to reduce costs and delays, harmonize laws, and simplify asset transfer.

10. In view of the above reasons, and in order to harmonise the transmission process to enhance ease of investing, it is proposed to review the existing framework so as to:

10.1. increase the threshold limits for simplified transmission and specify the limits for straight through processing for low value cases.

10.2. standardise the documentation requirements and streamline the procedures for transmission

Proposed framework for transmission

A. Applicability

11. The proposed framework shall apply to all listed companies, RTAs, depositories, DPs and asset management companies (AMCs), with respect to the procedure and documentation to be followed for transmission of securities as defined under section 2(h) of Securities Contracts (Regulation) Act, 1956.

B. Definitions

12. Unless the context otherwise requires,

(a) apostille refers to a certificate that authenticates the origin of a public document (e.g., a birth, marriage or death certificate, a judgment, an extract of a register or a notarial attestation). Apostilles can only be issued for documents issued in one country party to the Hague Apostille Convention and that are to be used in another country which is also a party to the Convention.

(b) entity or entities refer to Listed Companies / RTAs / Depositories / DPs / AMCs

(c) officially valid document (OVD) shall have the same meaning as defined in the SEBI Master Circular SEBI/HO/MIRSD/SECFATF/P/CIR/2023/169 dated October 12, 2023 (as updated from time to time).

(d) relevant authority for the purpose of legal heirship certificate shall mean a revenue authority not below the rank of Tehsildar.

(e) securities shall have the same meaning as defined under section 2(h) of Securities Contracts (Regulation) Act, 1956 (as may be amended from time to time).

(f) verifiable death certificate shall refer to:

(g) an original death certificate or copy of death certificate attested by the nominee subject to verification with the original;

or

(i) copy of death certificate duly attested by a notary public or by a gazetted officer;

or

(ii) death certificate with Quick Response (QR) code

C. Revision of monetary threshold limits and introduction of straight through processing for low value cases

13. The existing limits for simplified documentation were set in time and there is a dire need to review the current limits given the exponential growth of the securities market and increased asset prices. To keep up with this and as measure of ease of restitution of assets to survivors of the deceased investors, the limits for availing simplified documentation for transmission are proposed to be revised.

14. To further ease out claims for extremely small holdings, where it is likely that the cost of documentation could be more than the value of securities being restituted as on date of claim, it is proposed to specify a new threshold limit for low value cases with minimal documentation for straight-through processing.

15. The proposed limits for simplified and straight through processing claims are specified as below:

Note : MF units in SOA form are considered at par with physical securities, in above table.

*New category for small investors

16. The listed entity may, at its discretion, enhance the value of securities from the threshold limit of rupees ten lakhs, in case of securities held in physical mode.

17. This measure is expected to greatly reduce the burden for a large majority of investors.

D. Standardisation of documentation requirements

I. Cases where nomination has been made

18. Where the securities are held with a nomination, the nominee shall be informed about the procedure to be followed for the claim on the receipt of the intimation of death of the security holder. In such case, the following documents shall be required to be submitted:

(a) transmission request form by the nominee;

(b) latest client master list (‘CML’) of the demat account, not older than two months, attested by Depository Participant (‘DP’)

(c) verifiable death certificate;

(d) officially valid ID proof of the nominee.

19. Thus, it can be seen that intermediaries can settle the claims faster with minimal documentation to the nominee, who can then subsequently settle the same to the legal heirs. SEBI has also eased out the process of nominee transmitting the securities to the rightful legal heirs vide circular no. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/130 dated September 19, 2025 so that nominees may not be required to pay income tax on transmission of securities to the legal heirs. It has been SEBI’s constant endeavour to ensure that investors avail the facility of nomination to ease out the claims procedure.

II. Cases where there is no nomination / no will

20. The claims process becomes complicated and cumbersome in case of absence of nomination or will as in such cases, the intermediary acts in trust. Hence, the intermediary tends to take strict precautionary and protective measures to ensure that the assets are not falsely claimed and secondly to ensure that the intermediary is indemnified and is not dragged into unwarranted protracted litigations by the claimants/ heirs. Unfortunately, the rigorous verification steps often make the transmission process complex and time-consuming. For claimants already grieving a loss, this can feel like unnecessary harassment.

21. In order to alleviate the issues faced by the claimants in such situations, it is critical to provide for transparent and predictable claims procedures with standardised documentation so that claimants know the trajectory of the claims journey.

22. With this being the objective, a risk based approach to such claims process is adopted so that claims below a threshold will have a simplified documentation procedures and those beyond continue to follow the normal process.

23. Accordingly, documentation requirement for transmission up to a threshold limit are specified as below:

(I) Straight Through Processing for low value cases

The claimant shall submit the undertaking as per specified format on a plain paper along with the following documents:

a. duly signed transmission request form;

b. latest client master list (‘CML’) of the demat account, not older than two months, attested by DP

c. verifiable death certificate; and

d. officially valid ID proof of claimant

(II) Documentation requirement for simplified cases other than cases under Straight Through Processing

a. duly signed transmission request form;

b. latest client master list (‘CML’) of the demat account, not older than two months, attested by DP

c. verifiable death certificate;

d. officially valid ID proof of claimant;

e. notarized indemnity bond

f. NOC from all legal heir(s)* or copy of family settlement deed executed by all the legal heirs, duly attested by a notary public or by a gazetted officer.

* In case the legal heir(s)/claimant(s) are named in the Succession Certificate or Letter of Administration or Legal Heirship Certificate (or its equivalent certificate), an Affidavit from such legal heir(s)/claimant(s), duly Notarised, shall be sufficient.

(III) Documentation requirement for cases above threshold

For claims not falling under the simplified procedure and where there are no disputes, the requirement of probated will is proposed to be removed and the following documents are proposed to be submitted:

a. duly signed transmission request form;

b. latest client master list (‘CML’) of the demat account, not older than two months, attested by DP

c. verifiable death certificate;

d. officially valid ID proof of the claimant;

e. a notarized affidavit from all legal heir(s) made on non-judicial stamp paper of appropriate value, to the effect of identification and claim of legal ownership to the securities*; and

f. Copy of Succession certificate or Letter of Administration or Court Decree;

OR

Copy of Will as may be applicable in terms of Indian Succession Act,1925, along with a notarized indemnity bond from the legal heir(s)/claimant(s) to whom the securities have to be transmitted, as per the format specified

OR

Legal Heirship Certificate or its equivalent, along with:

(i) a notarized indemnity bond from the legal heir (s)/claimant(s) to whom the securities have to be transmitted, as per the specified format; and

(ii) No Objection from all the non-claimants, duly attested by a notary public or by a gazetted officer as per the specified format.

* Provided that in case the legal heir(s)/claimant(s) are named in the Succession Certificate or Will or Letter of Administration as may be applicable in terms of Indian Succession Act, 1925 (39 of 1925) or Legal Heirship Certificate or its equivalent certificate, an affidavit from such legal heir(s)/claimant(s) alone shall be sufficient;

III. Grid for documentation required

E. Standardisation of procedure for submission of claims

24. Modes and procedure for submission of claim

24.1. The entity shall necessarily use standardised forms as per the formats specified by SEBI for receiving the claims and other documents. The formats will be evolved in consultation with the Industry Standards Forum for the RTAs.

24.2. Such forms shall be made available by the entity to the claimant in physical mode as well as on their websites along with the list of documents to be submitted by a claimant and the procedure to be followed for settlement of claims in various scenarios.

24.3. The entity shall acknowledge the receipt of claim once the documents are submitted by the claimant. Also, while issuing such acknowledgement, the entity shall, at that time itself, endeavour to inform the claimant about any pending or missing or incomplete or incorrect documents.

24.4. On subsequent submission of all the required documents, the entity shall issue a confirmation to the claimant that all required documents have been received for processing of the claim.

24.5. The entity may additionally offer an online facility for submitting such claims. Once the claimant uploads the claim form and required documents, the entity shall issue an acknowledgement/confirmation through appropriate channels and enable online tracking of the claim status. If original documents are needed for submission or verification, the claimant will be required to present them to the entity in person.

24.6. Any deviation from the procedure laid down by SEBI, shall be communicated to the claimant with reasons to be recorded in writing within a specified time.

25. Additional modes for proof of death in case the in case of death of an investor outside India

25.1. In cases involving death of an investor outside India, ‘proof of death’ document is issued by an authority outside the country. In such cases, the entity presently accepts the certified true copy of the document issued for ‘proof of death’, certified in the country of its issuance through any of the following modes:

a. a Court Magistrate or Judge or Notary Public in the country of issuance; or

b. consularised by Indian Embassy/ Consulate General in the country of issuance; or

c. apostilled.

It is proposed to add the following two modes for certification for investor convenience:

d. certification by authorised officials of overseas branches of Scheduled Commercial Banks registered in India.

e. certification by authorised officials of any foreign bank.

25.2. This would be in line with similar practice followed by the Reserve Bank of India for settlement of claims.

26. Time limit for settlement of claims

26.1. The entity shall process the transmission case within a period not exceeding 21 calendar days or any such period as may be specified by the Board, from the date of receipt of all the required documents associated with the claim.

26.2. In case the transmission claim is not settled with the stipulated timelines or rejected, the entity shall communicate to the claimant, the reasons, in writing, for such delay/rejection.

26.3. In case the entity does not settle the transmission claim within the given timelines and such delay is attributable to the entity, SEBI may undertake appropriate action in terms of relevant act/regulations/circulars etc.

F. Amendment to Para C of Schedule VII of the LODR regulations

17. Para C of Schedule VII of the LODR Regulations contains the procedural requirements to be followed for processing of transmission of securities. In order to facilitate implementation of the proposed framework and in view of the fact that the provisions are operational in nature, it is proposed to delete Para C of Schedule VII of LODR regulations and issue the provisions through circular. In view of the same, regulation 40(7) and 61(4) of LODR Regulations and Para 21 of the Master Circular are also proposed to be amended suitably.

Public Comments

28. In order to take into consideration, the views of various stakeholders, public comments are invited on the proposal at paragraphs A to F above. The comments / suggestions along with rationale should be submitted no later than April 02, 2026, through the following link:

https://www.sebi.gov.in/sebiweb/publiccommentv2/PublicCommentAction.do?doPubl icComments=yes

29. In case of any technical issue in submitting your comment through web based public comments form, you may write to consultationMIRSD@sebi.gov.in with the subject: “Public comments on Ease of investing – Simplification of documentation requirement for transmission of securities and revision in limits for simplified documentation”.

Issued on: March 12, 2026

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