Affidavit cum No Objection Certificate (NOC) for Transmission of Shares

When a shareholder passes away, the shares held in his or her name do not automatically transfer to the legal heirs. The Companies Act, 2013, and the Securities and Exchange Board of India (SEBI) regulations require the transmission of shares to be accomplished through a formal process. In many cases, the heirs prefer to avoid obtaining a probate or succession certificate, especially when the assets are relatively small or when the heirs are in agreement about the distribution.

What is an Affidavit cum No Objection Certificate?

An Affidavit cum No Objection Certificate is a single legal document that combines two essential statements:

Affidavit: A sworn declaration by the applicant(s) stating the facts surrounding the death of the shareholder, the relationship with the deceased, and the claim to the shares.
No Objection Certificate (NOC): A declaration by all other legal heirs (or interested parties) that they have no objection to the transmission of the shares to the applicant(s).

This combined document can be submitted to the companys registrar or the depository participant (DP) in place of a probate or succession certificate, provided the companys Articles of Association and the registrars policies permit it.

When Can the Affidavit cum NOC Be Used?

The combined affidavit is generally accepted in the following situations:

All legal heirs are alive, competent, and in agreement on the share transmission.
The deceased owned a modest number of shares (often less than 5,000) and the matter does not involve a complex estate.
The companys memorandum does not specifically require a probate or succession certificate.
The shares are held in dematerialised form and the DP is willing to accept the affidavit as proof of title.

Key Elements of the Document

1. Title and Parties

Clear identification of the deceased shareholder (full name, DIN, PAN, and shareholding details) and the applicant(s) (name, relationship, address, PAN).

2. Facts of Death

Include the date of death, place of death, and a copy of the death certificate attached as annexure.

3. Claim to Shares

State the exact number and class of shares to be transmitted, the unique share certificate numbers (if physical) or demat account details.

4. No Objection Clause

All surviving legal heirs must sign, affirming that they have no objection to the transmission of the shares to the applicant(s) and that they relinquish any claim over those shares.

5. Supporting Documents (Annexures)

Death certificate of the deceased.
Copy of the original share certificate(s) or demat statement.
Identity proof of the applicant(s) Aadhar, PAN, passport etc.
Address proof of applicant(s).
Legal heir certificate or succession certificate (if any, even though not required).

6. Oath and Verification

The affidavit must be sworn before a magistrate, notary public, or any officer authorized to administer oaths. The NOC signatures must also be attested, preferably before the same authority.

StepbyStep Procedure

Collect Information: Gather death certificate, original share certificates, demat statements and identity documents of all heirs.
Draft the Affidavit cum NOC: Use a professional legal template or engage a lawyer to ensure compliance with section 187 of the Companies Act, 2013.
Obtain Signatures: All heirs sign the NOC portion and the main applicant signs the affidavit portion.
Sworn Verification: Visit a notary or local magistrate to have the document notarised and stamped.
Submit to the Company / DP: Provide the original affidavit, the annexures, and a request letter addressed to the Company Secretary or the DPs compliance officer.
Followup: The registrar will verify the documents and, if satisfied, issue a new share certificate in the name of the applicant(s) or credit the shares to the applicants demat account.

Advantages Over Probate / Succession Certificate

Speed: Probate can take several months; the affidavit route is usually processed within 24 weeks.
Cost Effective: No court filing fees, no lawyers probate fees, only nominal notarisation charges.
Simplicity: No need for lengthy court procedures if heirs are cooperative.
Flexibility: The same document can be used for both physical and demat shares.

Potential Pitfalls

Not all companies accept an affidavit; check the Articles of Association or contact the companys registrar.
If any heir contests, the affidavit becomes invalid and probate may be unavoidable.
Improper notarisation or missing annexures can lead to rejection.
Shares in certain sectors (e.g., banking, insurance) may have stricter requirements.

Important: Always verify the specific requirements of the issuing company or its registrar before preparing the affidavit. When in doubt, consult a legal professional experienced in corporate and succession law.

Sample Format (Excerpt)

AFFIDAVIT CUM NO OBJECTION CERTIFICATE-------------------------------------I, [Applicants Full Name], son/daughter/wife of [Father/Husbands Name], residing at [Address], holding PAN [PAN], do hereby solemnly affirm and state as follows:1. That my father/mother/spouse, [Deceaseds Full Name], DIN [DIN], holder of [Number] equity shares of [Company Name], bearing certificate numbers [Nos.], demat ID [ID], died on [Date] at [Place]. A copy of the death certificate is annexed as AnnexureA.2. That I am the legal heir of the said deceased and am entitled to inherit the abovementioned shares.3. That all other legal heirs  [Names of other heirs]  have no objection to the transmission of the said shares to me and have signed the attached No Objection Certificate (AnnexureB).4. That I have attached herewith the following documents for verification:   a. Death Certificate (AnnexureA)   b. Original Share Certificates / Demat Statement (AnnexureC)   c. Identity and address proof (AnnexureD)5. That I solemnly declare that the contents of this affidavit are true to the best of my knowledge and belief, and I am aware that any false statement may attract penal action under the provisions of the Companies Act, 2013.Verified at [Place] on this [Date].Signature of Applicant: ______________________SWORN BEFORE ME________________________(Notary/ Magistrate)[AnnexureB  NO OBJECTION CERTIFICATE]I, [Heirs Name], the legal heir of [Deceaseds Name], hereby declare that I have no objection to the transmission of the shares mentioned above to [Applicants Name]. Signature: ______________________   Date: __________(Repeat for each heir)

Conclusion

An Affidavit cum No Objection Certificate provides a practical alternative to probate for the transmission of shares when heirs are cooperative and the company permits such a submission. By carefully drafting the document, securing notarised signatures, and attaching the required annexures, the applicant can obtain the legal title to the shares in a timely and costeffective manner.

For complex estates, disputed claims, or when the companys policies are unclear, seeking professional advice is essential to avoid unnecessary delays.

For further queries, you may contact a corporate lawyer or the registrar of the concerned company.