Registrar & Transfer Agent (RTA) Services: What They Do and Who Needs Them
For a long time, Registrar and Transfer Agents (RTAs) were something only listed companies thought about. That changed as dematerialisation became mandatory for unlisted public companies and then for most private companies under Rule 9B. Now thousands of unlisted companies need an RTA to get an ISIN, connect with the depositories and keep their share records in sync. SEBI has also introduced new RTA regulations that change how the activity is regulated.
This guide explains what Registrar and Transfer Agent services involve, which companies need an RTA, how the 2025 SEBI regulations affect them, and how to choose and work with one.
What Does a Registrar and Transfer Agent Do?
An RTA maintains a company’s records of security holders and acts as the link between the company, its shareholders and the depositories (NSDL and CDSL). It processes demat and remat requests, transfers and transmissions, updates the register of members, handles corporate actions such as dividends, bonus and rights issues, manages investor service requests and grievances, and reconciles the company’s share capital with depository records.
Core RTA Services
| Service | What it involves |
|---|---|
| Register of members | Maintaining the record of shareholders, folios, holdings and changes |
| Depository connectivity | Connecting the company with NSDL and CDSL, usually under agreements with each depository, and supporting the ISIN process |
| Demat and remat | Verifying and confirming shareholders’ requests to convert physical certificates into electronic form, or back |
| Transfers and transmission | Processing transfers, and transmission to legal heirs or nominees, with document checks |
| Corporate actions | Crediting securities for allotments, bonus and rights issues, splits and consolidations; processing buybacks |
| Dividends and payouts | Preparing payment lists, tax deduction data and handling unclaimed amounts |
| Investor services | Updating KYC, bank details, nominations, addresses and signatures; issuing duplicate certificates |
| Reconciliation | Reconciling issued capital with holdings in physical and demat form, which supports half-yearly reporting such as Form PAS-6 where applicable |
| Issue registrar work | For public issues, managing applications, allotment and refunds |
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Who Needs an RTA?
| Company type | Why an RTA is needed |
|---|---|
| Listed companies | The SEBI Listing Regulations require a listed entity to have share transfer arrangements through a registered share transfer agent, or in-house where permitted |
| Unlisted public companies | Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014 requires securities in demat form and an ISIN, which in practice involves an RTA |
| Private companies other than small companies | Rule 9B extends dematerialisation to most private companies, with deadlines depending on when they ceased to be small companies |
| Companies planning fundraising, ESOPs or share transfers | Demat holdings are needed before many issues, transfers and buybacks under Rules 9A and 9B |
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Small companies and government companies are outside Rule 9B. For the full applicability test and deadlines, read our guide to Rule 9B dematerialisation for private companies.
The 2025 SEBI RTA Regulations
SEBI’s board approved a review of the RTA framework in September 2025, and the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 2025 replaced the 1993 regulations, effective from 15 December 2025. Key features of the framework as approved include:
- Activity-based regulation: SEBI’s oversight focuses on RTA services provided to listed companies. RTAs serving unlisted companies may do so through a separate business unit, with a disclaimer that this is not a SEBI-regulated activity.
- No categories: the earlier Category I and Category II classification was removed.
- Single definition covering registrars to an issue and share transfer agents.
- Revised net worth and fee requirements.
- Fraud prevention: an institutional mechanism with senior management oversight, surveillance, escalation and a whistle-blower policy.
For unlisted companies, this means checking what regulatory framework covers the services they receive and relying on the depositories’ own requirements for RTAs connected to them. Read the regulations and SEBI’s master circular for details.
How the Demat Process Works With an RTA
- Reconcile records: the company and RTA reconcile the register of members, issued capital and share certificates.
- Agreements: the company, the RTA and each depository execute the required agreements, and the company pays depository admission and annual fees.
- ISIN: an ISIN is obtained for each type of security.
- Shareholder communication: shareholders are told about the ISIN and how to dematerialise through their depository participant.
- Demat requests: shareholders submit requests and certificates through their DP; the RTA verifies and confirms them with the depository.
- Ongoing reconciliation: the RTA reconciles holdings and supports the company’s periodic reporting.
How to Choose an RTA
- Connectivity with both NSDL and CDSL
- Registration status and the regulatory framework covering your type of company
- Experience with companies of your size, and with private company Rule 9B work
- Clear fee schedule: onboarding, annual, per-request and corporate action charges
- Turnaround times for demat requests, transfers and investor queries
- Online investor service portal and grievance process
- Data security and confidentiality controls
- Reporting support for reconciliations and regulatory filings
Company Responsibilities That Remain
Appointing an RTA does not transfer the company’s legal responsibilities. The Board and company secretary remain responsible for statutory registers, timely filings, approvals for allotments and transfers, payment of depository fees, and compliance with the Companies Act and depository requirements. Under Rule 9A, applied to private companies by Rule 9B, a company that defaults on depository and RTA fees or deposits cannot make offers of securities, buybacks, bonus or rights issues until the default is cured.
Common Issues
| Issue | How to address it |
|---|---|
| Register of members does not match certificates | Reconcile and correct before applying for an ISIN |
| Shareholder name or signature mismatches | Follow the RTA’s correction procedure with supporting documents |
| Lost share certificates | Use the duplicate certificate process before dematerialising |
| Promoters’ shares still physical before a fundraise | Dematerialise promoter, director and KMP holdings early |
| Depository fees unpaid | Track annual fees to avoid restrictions on corporate actions |
| Deceased shareholders’ holdings | Process transmission to legal heirs or nominees |
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Frequently Asked Questions
What is an RTA in India?
A Registrar and Transfer Agent maintains a company’s shareholder records and handles demat requests, transfers, corporate actions and investor services, acting as the link between the company and the depositories.
Does a private company need an RTA?
A private company covered by Rule 9B must dematerialise its securities and obtain an ISIN, which in practice usually involves an RTA. Small companies and government companies are outside Rule 9B.
What changed under SEBI’s 2025 RTA regulations?
They replaced the 1993 regulations from 15 December 2025, removed RTA categories, focused SEBI oversight on services to listed companies, revised net worth requirements and added fraud prevention obligations.
How long does it take to get an ISIN?
It depends on how quickly records are reconciled, agreements executed and fees paid. Clean records are the biggest factor in speed.
Can a company act as its own RTA?
Some listed companies may manage share transfer in-house where permitted, but most companies, especially unlisted ones, appoint an external RTA connected to both depositories.
Who pays the depository fees?
The company pays the depository admission and annual fees, and RTA fees, as required under Rule 9A.
What is Form PAS-6?
A half-yearly reconciliation of share capital audit report filed with the Registrar by companies covered by the demat rules, where applicable, certified by a practising company secretary or chartered accountant.
Does the RTA handle transmission of shares after a shareholder’s death?
Yes. The RTA processes transmission to nominees or legal heirs after checking the required documents.
Choose an RTA Before You Need One
With dematerialisation now required for most private companies, an RTA is part of basic corporate infrastructure. Reconcile your records, choose an RTA connected to both depositories, and keep fees, reconciliations and filings current so that fundraising and share transfers are not delayed.
This article provides general information and is not legal advice. Confirm the current SEBI, MCA and depository requirements that apply to your company.
Need RTA and Demat Support?
AAPT & Associates helps companies with registrar and transfer agent services and dematerialisation of securities, from record reconciliation to ISIN and ongoing compliance.
Sources: SEBI (RTA Regulations and master circulars) · MCA (Companies (Prospectus and Allotment of Securities) Rules, 2014) · NSDL · CDSL