Last reviewed: 19 August 2026. Confirming that your company needs an ISIN is one conversation; actually getting one — and moving your existing shareholding into demat — is a different, more mechanical exercise involving three parties: the company, a Registrar and Transfer Agent (RTA), and a depository (NSDL or CDSL). If you have already worked through whether Rule 9B applies to your company, this is the process that follows once the answer is yes.
The three-party structure, in plain terms
Depositories do not deal directly with individual companies for day-to-day administration — that is what an RTA is for. The company appoints a SEBI-registered RTA, which in turn is empanelled with NSDL and/or CDSL. The RTA becomes the operational bridge: it maintains the register of members electronically, processes corporate actions, and handles PAS-6 reconciliation once the company is live. Choosing the right RTA — one with a track record on private-company demat setups, not just listed-company work — is the single decision that most affects how smoothly the rest goes.
Step-by-step: from appointment to a live ISIN
| Step | What happens | Typical duration |
|---|---|---|
| 1. RTA appointment | Board approves RTA selection; RTA agreement executed covering scope, fees, and service levels | 3-7 days |
| 2. Depository admission | RTA files the company's admission application with NSDL/CDSL; tripartite agreement executed between company, RTA and depository | 1-2 weeks |
| 3. ISIN activation | Depository activates a unique ISIN for each security class once admission is approved | Few days after admission |
| 4. Data preparation | Company compiles register of members, share certificate details, and holder KYC for the RTA | Runs in parallel with steps 1-3 — start early |
| 5. Corporate action for existing shares | RTA submits the corporate action request crediting the company's entire existing shareholding to holders' demat accounts against the new ISIN | 1-3 weeks, KYC-dependent |
| 6. Holder onboarding | Holders without a demat account open one and submit a Demat Request Form (DRF) where needed | Ongoing, in parallel |
| 7. Hand-off to PAS-6 cycle | Company moves onto half-yearly PAS-6 reconciliation from the next filing window | Ongoing |
Worked example: a typical setup, start to finish
A Pune-based private company with 12 shareholders (four promoters, eight external investors) engages an RTA in the first week of a month. The RTA agreement is signed within five days; the NSDL admission application goes in the following week and is approved in roughly ten working days, activating a single ISIN for the company's equity shares. In parallel, the company's finance team compiles the register of members and share certificate numbers — this took three weeks in practice because two investors' PAN-linked KYC on record was outdated and needed refreshing before the depository would accept the corporate action. Once KYC was current, the corporate action crediting all twelve holdings into demat accounts cleared within eight working days. Total elapsed time: just under seven weeks, with the KYC refresh being the only real bottleneck — a company with current holder data on file could reasonably expect four to five weeks.
What the RTA and depository actually need from you
- Certificate of incorporation, memorandum and articles, and latest audited financials
- Board resolutions authorising the RTA appointment and depository admission
- Complete, up-to-date register of members with folio and share certificate details
- Holder-wise KYC: PAN, address proof, and demat account/client ID details where already available
- Specimen signatures of authorised signatories
Our full documents checklist across ISIN, demat and private placement has the complete list in one place if you are preparing for several of these processes together.
Common causes of delay
In our experience, three issues account for most of the slippage beyond the institutional turnaround times above: stale or mismatched holder KYC (the most common reason), an incomplete or historically messy register of members that needs reconstruction before the RTA will submit it, and — where the company is simultaneously raising funds — trying to sequence a fresh private placement allotment and the ISIN setup without a clear order of operations. Our Section 42 private placement process guide sets out how a fresh allotment and the corporate action for demat crediting fit together on one timeline rather than competing for the same weeks.
Ongoing responsibilities once ISIN is live
Getting the ISIN activated is not the end of the exercise. From that point, every fresh issue must be allotted directly in demat form, and the company (through its RTA) files Form PAS-6 every half-year reconciling issued capital against demat and physical holdings. Budget for the RTA's recurring custody and reconciliation fees as an ongoing cost of the compliance framework, not a one-time setup expense.
Frequently asked questions
What exactly is a 'corporate action' in this context?
In depository terminology, a corporate action is the formal request the RTA processes with NSDL/CDSL to credit securities — new allotments or, in a first-time setup, the company's entire existing shareholding — into members' demat accounts against an ISIN. It is a specific technical step with its own document set, distinct from the board/shareholder approvals that create the underlying entitlement.
Do we need both NSDL and CDSL, or just one?
One depository is sufficient to issue an ISIN and route holdings — most private companies pick one based on their RTA's empanelment and cost quote. Some companies with a wide, mixed investor base admit with both, but that is the exception, not the default, and adds a second set of ongoing charges.
Can the company act as its own RTA to save cost?
No. A private company covered by Rule 9B must appoint a SEBI-registered Registrar and Transfer Agent — this is not an in-house function. What the company controls is which RTA it appoints and how quickly it feeds the RTA clean data, which is the biggest lever on both cost and timeline.
Our share certificates are old and some holders have changed address or bank details. Does that block the process?
It slows it rather than blocking it outright. Stale KYC on existing holders is the single most common reason for delay in the corporate action step, since the depository will not credit shares against unverified or mismatched holder details. Building in a KYC refresh pass before submission, rather than discovering gaps mid-process, is the difference between a four-week and an eight-week timeline.
Once ISIN is live, can we still issue physical share certificates to anyone?
For a company covered by Rule 9B, no — every fresh issue must be in dematerialised form once the framework applies to you. Existing holders who have not yet dematerialised may continue to hold physical certificates until they need to transact, at which point dematerialisation becomes mandatory for that transaction.
How much does RTA and depository setup cost?
RTA fees, depository admission charges and annual custody fees are third-party costs set by the RTA and the depository, not by us, and vary by company size and holder count. We quote these transparently once we have your holder count and share-class structure, alongside our own advisory and coordination fee.
Somesh Chandak & Associates, Thane, coordinates RTA selection, depository admission, the corporate action for existing holdings, and hand-off into the PAS-6 cycle — sequenced against any fundraise you have running in parallel.
ISIN, RTA & Depository Setup Check Applicability First Book a consultationThis article is for general information and education only and is not professional advice. Timelines are indicative and depend on the RTA's and depository's own processing calendars and the quality of documents supplied; please confirm current timelines and fees with us before planning around them.