ISIN for Private Companies: What It Is, How to Get One, and Why It Matters

Most Indian startup founders have seen an ISIN before it is the alphanumeric code printed on the contract note when you buy or sell shares of a listed company through your trading account. INE000A01011 is Reliance Industries. INE467B01029 is Zomato. Every listed security in India has one. What most founders do not know is that private companies can and must obtain ISINs too and that without one, dematerialising your shares is impossible.

When the MCA extended the demat mandate to private companies above Rs 4 crore in paid-up capital, it created an immediate requirement for thousands of Indian startups to apply for ISINs they had never needed before. The process is not complicated, but it has specific documentation requirements, a two-to-three-week processing timeline that cannot be compressed, and some nuances that catch founders off guard particularly around multiple share classes and ISIN maintenance obligations. This guide explains everything you need to know about obtaining and managing ISINs for a private Indian company.

KEY TAKEAWAYS

• An ISIN (International Securities Identification Number) is a 12-character code that uniquely identifies each class of your company's securities in the depository system.
• Private companies in India apply for ISINs through NSDL or CDSL via their appointed Depository Participant not directly.
• Each share class requires a separate ISIN equity shares and CCPS are different securities and each needs its own code.
• ISIN allotment takes 2–3 weeks once the application is accepted as complete. This is a fixed timeline with no shortcut.
• Once allotted, ISINs carry annual maintenance obligations fees to the depository and ongoing compliance with NSDL/CDSL requirements.

What an ISIN Is and What It Does for a Private Company

An ISIN International Securities Identification Number is a 12-character alphanumeric identifier assigned to a specific class of securities. The format for Indian securities is always: two-letter country code (IN) + nine alphanumeric characters + one check digit. Example: IN-E-123456789-0 (spaces added for clarity in practice it is written as a continuous string).

For a listed company, the ISIN is how stock exchanges, brokers, and clearing corporations identify and track every transaction involving that security. For a private company, the ISIN serves a narrower but equally important function: it is the identifier that the depository system uses to credit, debit, and transfer shares between shareholder demat accounts without physical certificates.

Without an ISIN, a company's shares cannot exist in any demat account. The ISIN is the electronic identity of the security the thing that makes electronic share transfer possible. When a shareholder submits a Dematerialisation Request Form (DRF) to convert their physical certificate, the depository uses the ISIN to credit the corresponding shares to their account. When a new investor subscribes to shares in a funding round, the shares are allotted as credits under the company's ISIN directly to the investor's demat account.

What an ISIN Does Not Do

An ISIN is not a listing mechanism. Obtaining an ISIN does not make your company's shares publicly tradeable. Private company shares with ISINs can only be transferred between known counterparties through the depository system there is no public market for them, no exchange listing, and no price discovery mechanism. The ISIN simply enables electronic record-keeping and transfer for private company shares, the same way it enables these things for listed shares but without the public market infrastructure around it.

Key Features of a Private Company ISIN and What Each Implies for Founders

Feature 1: One ISIN Per Share Class

Every distinct class of securities your company has issued requires its own ISIN. For most early-stage startups that have only issued equity shares, this means one ISIN. For startups that have raised venture capital through CCPS (Compulsorily Convertible Preference Shares) which is the standard instrument for VC investment in India a second ISIN is needed for the CCPS. If your company has also issued OCPS (Optionally Convertible Preference Shares) or warrants, each of these requires yet another ISIN.

The practical implication: before starting your ISIN application, do a complete inventory of every class of securities your company has issued. Apply for all ISINs simultaneously. Applying for them sequentially adds two to three weeks per class to your demat timeline. Most startups that discover they need two ISINs mid-process lose three weeks because they applied for equity first and CCPS after.

Feature 2: ISIN Is Tied to the Company, Not the Shareholder

A common misconception is that each shareholder gets their own ISIN. This is not how it works. The ISIN identifies the security your company's equity shares, or your company's CCPS. All shareholders who hold that class of security hold shares under the same ISIN. Each shareholder has their own demat account in which their holding under that ISIN is recorded. The ISIN is the identifier for the instrument; the demat account is the identifier for the holder.

Feature 3: ISIN Allotment Is Permanent

Once an ISIN is allotted by NSDL or CDSL, it is permanently assigned to that class of securities of your company. It does not expire, it cannot be reused for a different company or a different share class, and it does not change if the company's name changes (though a name change triggers a notification obligation to the depository). If your company eventually lists on a stock exchange, the same ISIN assigned for private company demat use becomes the listed security's identifier.

Feature 4: Annual Maintenance Fees Apply

ISINs are not free to maintain. NSDL and CDSL charge annual issuer maintenance fees for each active ISIN. These fees are modest typically Rs 10,000–Rs 25,000 per ISIN per year depending on the depository and the size of the issuer but they are ongoing obligations. Budget for them annually and factor them into your compliance cost planning. Non-payment of maintenance fees can result in the ISIN being placed in a suspended status, which would prevent new share allotments and transfers.

Feature 5: Corporate Actions Must Be Reported to the Depository

Any corporate action that affects the securities a bonus issue, a share split, a rights issue, a buyback, or a conversion of CCPS to equity must be reported to the depository through the DP. The depository updates the ISIN records to reflect the new share count, the new denomination, or the conversion. Failure to report corporate actions creates a discrepancy between the company's register of members and the depository's records a reconciliation failure that complicates future due diligence and share transfers.

Also Read: How to Convert Physical Share Certificates to Demat

NSDL vs CDSL: Which Depository to Use for Your Private Company ISIN

India has two national depositories NSDL (National Securities Depository Limited) and CDSL (Central Depository Services Limited). Both are regulated by SEBI and both can allot ISINs for private company securities. The choice between them is primarily determined by which depository your appointed DP is connected to, rather than by any meaningful operational difference between the two.

The practical advice: ask your shortlisted DPs which depository they work with primarily for private company ISINs and what their typical processing experience has been. A DP with a strong track record on NSDL for private companies is a better choice than one that theoretically has CDSL access but rarely uses it for unlisted company applications.

Which Private Companies Are Eligible to Apply for an ISIN

Any company incorporated under the Companies Act 2013 (or its predecessors) is eligible to apply for an ISIN for its securities. There is no minimum paid-up capital requirement for eligibility even a company with Rs 1 lakh in paid-up capital can obtain an ISIN. Eligibility and obligation are different things: the MCA mandate to dematerialise applies to companies above Rs 4 crore in paid-up capital, but any company below that threshold can voluntarily apply for an ISIN and dematerialise.

Companies That Should Apply Immediately

• Paid-up capital above Rs 4 crore MCA mandate applies, demat is legally required
• Planning an institutional fundraise in the next 12 months investors will require demat as a pre-closing condition
• AIF investors in the cap table or expected SEBI requires AIF holdings to be in demat form
• ESOP holders who are exercising or about to exercise new share allotments must be in demat form
• Secondary share transfers being processed demat required for compliant transfer under MCA rules

Companies That Can Apply Voluntarily but Are Not Yet Mandated

• Paid-up capital below Rs 4 crore with no immediate institutional fundraise planned
• Bootstrapped companies with only founder shareholders who prefer to get ahead of the requirement
• Companies approaching the Rs 4 crore threshold and wanting to complete demat before the mandate automatically applies

One Important Eligibility Note: LLPs Cannot Obtain ISINs

ISINs for equity shares apply to companies incorporated under the Companies Act Private Limited, Public Limited, or One Person Company structures. Limited Liability Partnerships (LLPs) cannot issue share capital and therefore cannot obtain ISINs. If your startup is structured as an LLP, dematerialisation of shares does not apply to your ownership structure. LLP partners hold partnership interests, not shares, and these are not securities subject to the ISIN and demat framework.

Documents Required for ISIN Application The Complete List

The ISIN application is submitted through your appointed DP to NSDL or CDSL. The DP will guide you through their specific submission format, but the underlying documents required are standard across both depositories.

Company-Level Documents

• Certificate of Incorporation certified true copy
• Memorandum of Association (MOA) certified true copy, confirming authorised share capital
• Articles of Association (AOA) certified true copy
• PAN of the company mandatory for all securities
• Latest audited financial statements or financial statements for the most recent financial year
• Board resolution authorising the dematerialisation of shares and appointment of the DP, signed and minuted
• Tripartite agreement between the company, DP, and RTA executed and signed by all three parties
• Authorised signatory list with specimen signatures of directors authorised to execute documents

Share-Class Specific Documents (Per ISIN Application)

• Current register of members showing all holders of that share class and their holdings
• Latest return of allotment (PAS-3) filed with ROC for the most recent allotment of that class
• Share certificate specimen a copy of the physical share certificate format used for that class
• Details of distinctive numbers the range of distinctive numbers assigned to that share class
• Face value and paid-up value of the shares in that class

Common Document Issues That Delay ISIN Allotment

Documents That Frequently Cause Rejection or Delay

MOA not updated to reflect current authorised capital: If you have increased authorised capital through a shareholders' resolution but the MOA on file with the ROC has not been formally amended, the depository may flag a discrepancy. Ensure your MOA reflects your current authorised capital before applying.

Board resolution not specifically authorising dematerialisation: A generic board resolution authorising the DP appointment is not sufficient. The resolution must explicitly state that the board authorises the dematerialisation of the company's securities and appoints the named DP for this purpose.

Distinctive number ranges inconsistent with PAS-3: If the distinctive numbers shown on your physical certificates do not match the ranges filed in your ROC returns, the depository will flag this. Reconcile distinctive numbers before applying.

Tripartite agreement not signed by all parties: The agreement must be signed by the company (authorised signatory), the DP, and the RTA. Agreements missing any signature will be rejected.

How to Choose a DP for Your ISIN Application

The DP is your interface with the depository. Choosing the right DP for a private company ISIN application is a different decision from choosing a DP for a personal trading account. Here is what to evaluate.

The Three Main DP Categories for Private Companies

Bank DPs HDFC Securities, ICICI Bank, Kotak Securities, Axis Bank. Advantages: strong brand, integrated banking relationships, hand-holding for first-time demat clients. Disadvantages: slower on private company applications, higher fees, less specialised in unlisted company nuances.

Specialist Registrar DPs KFin Technologies (formerly Karvy), Bigshare Services, Link Intime. Advantages: deep experience with private and unlisted company securities, often faster processing, more competitive fees. Disadvantages: less recognisable brand, less integrated with banking relationships, variable service quality by branch or relationship manager.

Broker DPs with unlisted segment a small number of registered brokers maintain DP services specifically for unlisted company clients. These can be good options if you already have a relationship with the broker and they have demonstrated private company ISIN experience. Less common than the first two categories.

The Bottom Line

An ISIN is the foundational identifier that makes electronic share ownership possible for a private company. Without one, demat cannot happen. Without demat, institutional investors cannot invest compliantly, AIF funds cannot hold your shares, secondary transactions cannot be processed, and ESOP exercises cannot be allotted electronically. The ISIN application itself is not complicated it is a documentation exercise that takes two to three weeks to process once submitted correctly.

The two things that slow founders down on ISINs are: applying too late (after a term sheet, when two to three weeks is a critical delay), and not accounting for multiple share classes (applying for equity first and CCPS second, adding another three weeks). Both are avoidable with early action. Start the process six months before your next fundraise, apply for all ISINs simultaneously, and treat the ISIN allotment confirmation as the green light for the rest of your demat project.

Also Read: How Long Does the Demat Process Take?

Also Read: Share Dematerialisation for Indian Startups: The Complete Guide

Frequently Asked Questions

Can a startup apply for an ISIN directly from NSDL or CDSL without a DP?

No. NSDL and CDSL do not accept ISIN applications directly from issuers. All applications must be routed through a registered Depository Participant. The DP acts as the intermediary, submits the documentation package to the depository on behalf of the company, and receives the ISIN allotment confirmation. Choosing the right DP before starting the application is therefore the first step in the process.

What happens to the ISIN if the company changes its name?

The ISIN does not change on a company name change it remains permanently assigned to the same securities. However, the company is required to notify the depository through its DP of the name change, and the depository updates its records accordingly. The ISIN records will then show the new company name alongside the original one for historical reference. Failure to notify the depository of a name change creates a mismatch between the depository's records and the company's ROC filings, which surfaces as a due diligence finding.

Does converting CCPS to equity shares at a later funding round require a new ISIN?

When CCPS converts to equity shares (which happens automatically at conversion triggers or at the holder's election), the CCPS ISIN is retired and the converted shares are credited as equity shares under the equity ISIN. A new ISIN is not required for the converted shares they join the existing equity ISIN. The company must report the conversion as a corporate action to the depository so that the CCPS demat accounts are debited and the equity demat accounts of the same holders are credited accordingly.

Is there a difference between an ISIN for equity shares and one for CCPS in terms of the application process?

The application process is identical the same documents are required, submitted through the same DP, to the same depository. The ISIN allotted will be different (each class gets its own code), and the share class details in the application (face value, paid-up value, number of shares, distinctive numbers) will be specific to each class. The only practical difference is timing: if you apply for both simultaneously, they run as separate applications processed in parallel. If one class has more complex documentation for example, CCPS with complex conversion terms that application may take slightly longer to be accepted as complete.

What is the ISIN for ESOP options do unvested options have an ISIN?

No. ESOP options are not securities they are contractual rights to purchase shares in the future at a defined price. Options do not have ISINs. Only the shares that are issued when an employee exercises their options have an ISIN and those shares are credited under the company's equity share ISIN at the time of allotment. The ESOP pool itself, which consists of reserved but unissued shares, also does not have a separate ISIN it is simply a reserved portion of the authorised share capital that has not yet been allotted.