Companies and mutual fund houses are required to provide a comprehensive list of certificates to Central Depository Services Private Limited (CDSL) when requesting a change of Registrar and Share Transfer Agent.
Once CDSL receives these documents, the verification and authentication are done before proceeding with the change request. After completing the verification process, CDSL passes on the execution agreement to the issuer company/RTA.
However, the entire process of changing the Registrar & Share Transfer Agent is time-consuming for companies, and they often have to provide numerous authenticated and precise documents, of which they are often unaware.
This article aims to provide a detailed understanding of the procedure for changing the Registrar and Transfer Agent, along with the necessary documents that companies need to provide to CDSL.
Here is a list of important documents that companies must submit to CDSL, certified copies of which are required, for changing the Registrar and Share Transfer Agent:
1. Tripartite Agreement: This agreement is signed by the issuer/company, the issuer’s RTA, and CDSL, outlining the roles, responsibilities, and obligations of all parties involved in the change of Registrar Share Transfer Agent. A fresh tripartite agreement written on an INR 600/- stamp paper is needed for the change of RTA, bearing authorized signatures of the RTA and issuer/company.
2. NOC (No Objection Certificate): This legal certificate is issued by the current RTA of the company, indicating that they have no objection to the specified points or facts furnished in the NOC document. Companies seeking a change of RTA must provide an NOC issued by their current RTA, written on the letterhead of the present Registrar & Transfer Agent.
3. Document Showing the Total Application fee set by CDSL: Companies seeking a change of RTA should also submit documents showing the total fee charged by CDSL and any outstanding issuer charges.
4. Latest certificates from practicing CA/CS: Companies seeking a change in RTA should submit the recent certificates from practicing company secretaries or chartered accountants. These certificates should disclose details about the total issued capital, annual balance with NSDL and CDSL, and total physical share certificates as per the register of members. All authorized certificates from CAs should be submitted to CDSL.
5. Master Creation Form (MCF): This form is used by companies to register as an issuer with CDSL and submit securities to obtain an International Securities Identification Number (ISIN). During the change of RTA, the company should also provide the Master Creation Form duly signed and stamped by authorized company signatories.
6. Letter of Acceptance/Consent (LOA): Companies should submit a Letter of Acceptance to CDSL when requesting a change in RTA. The LOA should be written on the letterhead of the newly appointed RTA and serve as a legal agreement indicating that the new RTA is prepared to undertake all share transfer accountability for the issuer company.
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Note: In-house RTAs do not require an LOA.
7. Declaration Statement: Finally, companies seeking a change in RTA should provide a declaration statement to CDSL, confirming their willingness to comply with all essential instructions and procedures concerning the RTA change. The company will also be liable for addressing any queries or complaints that may arise during the RTA change process.
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