A long list of certificates needs to furnished by companies or mutual fund houses to Central Depository Services Private Limited (CDSL) for their request against the change of Registrar and Share Transfer Agent.
Once such documents are received by CDSL, it verifies and authenticates the same to proceed with the change request. After completion of the verification process, execution agreement is passed on to the issuer company/RTA by CDSL.
Although, the entire process of Registrar & Share Transfer Agent change takes a long time for companies and also require them to submit multiple certified and accurate documents, which they are mostly unaware.
So. this article will provide an in-depth idea about the Registrar and Transfer Agent change procedure along with the mandatory documents that need to be furnished by companies to CDSL.
Below is a list of Key Documents whose Certified Copies Should be Submitted to CDSL by any Issuer/Company for Change of Registrar and Share Transfer Agent:
- Tripartite Agreement
This document is signed by all the key parties, i.e., issuer/company, issuer’s RTA, and CDSL involved in the process to change of Registrar and Transfer Agent (RTA). This legal document also highlights the key roles, responsibilities, and obligations of all three parties. For the change of RTA, a fresh tri-partite agreement duly written on an INR 600/- stamp paper is required from any issuer company. This stamp-based tri-partite document should also carry authorized signatures of RTA and issuer/company.
- No Objection Certificate (NOC)
A NOC is a legal certificate that is issued by any company/entity indicating that it does not have any objection against the points or details mentioned in the NOC document signed by it. The companies looking for the change of RTA must furnish a no-objection certificate (NOC), issued by their current RTA, to CDSL. This NOC document should be written on the letterhead of the current Registrar & Transfer Agent of the issuer company.
- Document for Total Application Fee Charged By CDSL
Any particular company looking for a change of RTA should also submit the documents, reflecting the total fee charged by CDSL and any other outstanding issuer charges.
- Latest Certificates from Practising CA/CS
The company looking for the change in RTA should also provide the latest certificates from practicing company secretary/chartered accountant, which disclose details about the total issued capital to the issuer company, its annual balance with NSDL, CDSL and total physical share certificates according to the register of members. All such CA authorized certificates should be furnished by the companies to CDSL.
- Master Creation Form (MCF)
A Master Creation Form or Letter of Intent is used by companies to register as an issuer with CDSL. Registering as an issuer allow companies to offer Demat facility to its shareholders. The companies, through this form, also submit the securities to the CDSL in order to obtain an
International Securities Identification Number/s (ISIN/s) for the same.
During the change of RTA, master creation form also needs to be furnished to CDSL from the company end. This form should be duly signed and stamped by the authorized company signatories.
- Letter of Acceptance/Consent (LOA)
The companies should also submit Letter of Acceptance (LOA) to the CDSL while requesting for the change in RTA. Letter of Acceptance should be written on the letterhead of newly appointed RTA by the company. This LOA is a legal agreement reflecting that new RTA is ready to undertake all the share transfer responsibilities for the issuer company.
Note:- For in-house RTA, LOA is not required.
- Declaration Statement
Finally, the companies looking for the change in RTA should also furnish a declaration statement to CDSL, indicating that the company is ready to comply with all the necessary guidelines and procedures related to RTA change. The company will also be responsible for tackling all the grievances or complaints arising during RTA change process.
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