Last reviewed: 19 August 2026. Companies rarely run an ISIN applicability check, an RTA/depository setup, and a private placement allotment as three unrelated projects — in a live fundraise they usually land in the same quarter. This checklist pulls together what each process needs, so your team can start assembling documents before the first advisory call rather than during it.
Documents for the Rule 9B applicability review
| Document | Why it's needed |
|---|---|
| Latest audited financial statements (last 2 years, where available) | Tests paid-up capital and turnover against the current small-company thresholds |
| Current cap table | Confirms share classes and quantum of paid-up capital |
| Register of members | Establishes the existing holder base that would need to move to demat |
| Certificate of incorporation and latest MOA/AOA | Confirms company category — private, and not a holding/subsidiary/Section 8 company |
Full context on what this review answers is in our Rule 9B applicability guide.
Documents for ISIN, RTA and depository setup
| Document | Why it's needed |
|---|---|
| Incorporation set (COI, MOA, AOA) and latest audited financials | Required by the RTA and depository for company onboarding |
| Board resolutions authorising RTA appointment and depository admission | Formal mandate for the RTA to act and for the tripartite agreement |
| Complete register of members and existing share certificates | Basis for the corporate action crediting existing shares to demat |
| Holder-wise KYC (PAN, address proof, demat account/client ID where known) | Depository will not credit shares against unverified holder data |
| Specimen signatures of authorised signatories | Required for the RTA and depository agreements |
The full mechanics of this step are in our ISIN generation, RTA and corporate action process guide.
Documents for Section 42 private placement
| Document | Why it's needed |
|---|---|
| Term sheet or share subscription agreement | Sets the commercial terms the offer letter (PAS-4) will formalise |
| Investor KYC (PAN, address proof; incorporation and board authorisation for corporate investors) | Required for PAS-5 records and PAS-3 filing |
| Bank credit proofs for application money | Confirms money was received through the dedicated bank account, not cash |
| Current cap table and prior allotment history | Confirms the 200-person annual limit has not been breached and pricing is consistent |
| Valuation report (Rule 11UA or merchant banker, as applicable) | Anchors the issue price for board, shareholder and tax purposes |
The full statutory sequence this feeds into is in our Section 42 private placement process guide, and pricing mechanics are covered in our Rule 11UA valuation guide.
How the three usually sequence in a live round
| Phase | What happens |
|---|---|
| Week 1-2 | Rule 9B applicability confirmed; valuation engaged; RTA selection begins alongside private placement board approval |
| Week 2-4 | Special resolution for private placement passed; RTA agreement and depository admission application filed in parallel |
| Week 4-7 | PAS-4 offer letter issued; application money received; ISIN activated; corporate action for existing shares processed |
| Week 7-9 | Allotment completed (within 60 days of money received) directly in demat form; PAS-3 filed within 15 days |
| Ongoing | PAS-6 half-yearly reconciliation begins from the next filing window |
Running the applicability check and RTA setup early — rather than after the private placement money has already arrived — is what keeps the allotment from stalling on a demat gap discovered at the last step.
How we help
- Applicability and gap analysis: confirm whether Rule 9B covers your company on current thresholds, and what needs to happen and by when if it does.
- ISIN, RTA and depository setup: select and appoint the RTA, manage depository admission, and process the corporate action to credit existing holdings.
- Private placement execution: resolutions, PAS-4/PAS-5 documentation, valuation coordination, allotment timing and PAS-3 filing.
- Cure projects: if past allotments were never properly papered or filed, we cost and run a structured cure engagement rather than leaving the gap for a future diligence exercise to find.
Frequently asked questions
Do we need all three processes — applicability review, ISIN setup and private placement — together?
Not always. A company that is comfortably a small company under the current ₹10 crore / ₹100 crore thresholds may only need private placement documentation for now. But if you are raising a round that will push your paid-up capital or turnover past those limits, it is worth checking Rule 9B applicability at the same time rather than revisiting it six months later.
Which document takes longest to arrange?
In our experience, a clean, complete register of members with accurate holder KYC — PAN, address, and demat details where they exist — takes longest, particularly for companies with a few years of allotment history and some inactive or hard-to-reach shareholders. Starting this compilation early, before the RTA or ROC deadline is imminent, is the single biggest timeline lever available to you.
Can we start the private placement process before the ISIN/demat setup is complete?
Yes, and often you should — the board and shareholder approvals for a private placement (resolutions, PAS-4, PAS-5) do not depend on ISIN being live. What does depend on it is the actual allotment: if your company is covered by Rule 9B, the new shares must be credited in demat form, so the RTA/depository relationship needs to be in place by the time allotment happens, not necessarily before the process starts.
Do investors need to provide documents too, or is this only the company's paperwork?
Both. The company assembles its own constitutional, financial and governance documents, but each investor must also provide KYC — PAN, address proof, and for corporate or institutional investors, their own incorporation documents, board authorisation and beneficial-ownership declarations. Missing investor-side KYC is a common, avoidable cause of delay at the allotment stage.
How do we book a consultation to get started?
Write to us or call, and share a brief description of what you are working on — a funding round, an ISIN applicability question, or a backlog of unfiled allotments. We will scope the engagement, confirm documentation and timelines specific to your facts, and set out our fees in an engagement letter before any work begins.
Somesh Chandak & Associates, Thane, handles Rule 9B applicability, ISIN/RTA/depository setup and Section 42 private placement as one coordinated engagement, so the paperwork keeps pace with the money.
ISIN & Demat Applicability ISIN & Depository Setup Private Placement & Allotment Book a consultationThis article is for general information and education only and is not professional advice. Document requirements are indicative and confirmed on a case-by-case basis once we understand your company's specific structure and transaction. Please book a consultation before relying on this checklist for a live filing.