Probate explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Probate, letters of administration and a succession certificate are grants made by a court under the Indian Succession Act, 1925, each for a different purpose. A "legal heir certificate" is not a term in that Act. This guide sets out what each document is, who grants it and what it covers, as per the Indian Succession Act, 1925 as printed in the copy read here, and then looks at how a company deals with the transmission of shares of a deceased holder under the Companies Act, 2013 in the Ministry's consolidated text (last updated 29 July 2022). The Act is state-adapted in places; later amendments and State variations should be checked.
Probate is the copy of a Will certified under the seal of a court of competent jurisdiction with a grant of administration to the estate of the testator, and is granted only to an executor appointed by the Will (sections 2(f), 222). Letters of administration are for an administrator where there is no executor or the person died intestate (sections 2(a), 212, 218, 219). A succession certificate under Part X is granted by the District Judge for debts and securities, and the Act's meaning of "security" includes a share in a company (section 370(2)(c)). A succession certificate is not granted for a debt or security for which section 212 or 213 requires letters of administration or probate (section 370(1)). A legal heir certificate is not a term in the Act.
What each document is
Probate. Section 2(f): "probate means the copy of a Will certified under the seal of a Court of competent jurisdiction with a grant of administration to the estate of the testator". Section 222: probate shall be granted only to an executor appointed by the Will, expressly or by necessary implication. Section 223: not to a minor, a person of unsound mind, or an association of individuals unless it is a company satisfying the prescribed conditions. Section 227: probate of a Will when granted establishes the Will from the death of the testator and renders valid all intermediate acts of the executor. Section 276 sets out what the petition states: the time of the testator's death, that the writing is his last Will, that it was duly executed, the amount of assets likely to come to the petitioner, and, for probate, that he is the executor named in the Will.
Letters of administration. Section 2(a): an "administrator" is a person appointed by competent authority to administer the estate of a deceased person when there is no executor. Section 212(1): no right to any part of the property of a person who died intestate can be established in any court unless letters of administration have first been granted, but section 212(2) says the section does not apply to the intestacy of a Hindu, Muhammadan, Buddhist, Sikh, Jaina, Indian Christian or Parsi. Sections 218 and 219 say to whom administration may be granted.
Succession certificate. Part X (sections 370 to 390). Section 371: the District Judge within whose jurisdiction the deceased ordinarily resided at the time of death (or, if there was no fixed place of residence, where any part of the property is found) may grant it. Section 372: the application is by a petition, signed and verified as a plaint, with the particulars listed, including the debts and securities for which the certificate is applied. Section 373: the Judge hears the matter in a summary manner. Section 374: the certificate specifies the debts and securities and may empower the holder to receive interest or dividends, to negotiate or transfer the securities, or both. Section 375: the Judge may require a bond with surety. Section 381: the certificate is conclusive as against persons owing the debts or liable on the securities specified, and they are indemnified for payments made in good faith. Section 383 lists the grounds for revocation. Section 388 allows the State Government to invest inferior courts with the District Judge's powers under the Part.
Legal heir certificate. The Act prints no such term. It is issued by State authorities under State arrangements that are not among the sources read here, and nothing more is stated about it in this article.
If you need guidance on which route fits a particular estate, see our legal consultation service.
When each is needed under the Act
- Section 211: the executor or administrator is the legal representative for all purposes and all the property of the deceased vests in him, except property that would pass by survivorship for the classes the sub-section lists.
- Section 213: no right as executor or legatee can be established in any court unless a court of competent jurisdiction has granted probate of the Will or letters of administration with the Will annexed. Section 213(2) limits the section by community and place: it does not apply to Wills made by Muhammadans or Indian Christians, and applies only to the Wills of Hindus, Buddhists, Sikhs and Jainas of the classes in section 57(a) and (b) and to certain Parsi Wills made within the territories printed. Read section 213(2) against the facts.
- Section 214: no court passes a decree against a debtor of a deceased person, or executes one, in favour of a person claiming on succession, except on production of a probate or letters of administration, or a certificate under the Administrator-General's Act, or a succession certificate under Part X with the debt specified, or the other certificates listed. "Debt" includes any debt except rent, revenue or profits payable on land used for agricultural purposes.
- Section 215: a later grant of probate or letters of administration supersedes a succession certificate in respect of debts or securities included in the estate; section 216: after a grant, only the grantee can sue or act as representative until it is revoked; section 385 makes a later certificate invalid if a previous grant is in force.
- Section 370: no succession certificate for a debt or security for which section 212 or 213 requires probate or letters of administration.
For the section by section view, see our guides on section 213, section 370 and sections 215 and 216, and on executor duties.
Table: document, law, who grants, what it covers
| Document | Law | Who grants | What it covers |
|---|---|---|---|
| Probate | Sections 2(f), 222, 227, 276 | A court of competent jurisdiction, to the executor appointed by the Will | The Will and the executor's title to the estate, from the death |
| Letters of administration | Sections 2(a), 212, 218, 219 | A court of competent jurisdiction | Administration of the estate where there is no executor, or on intestacy |
| Succession certificate | Part X, sections 370 to 374, 381 | The District Judge (or an invested inferior court under section 388) | The debts and securities specified, including a share in a company; not those for which section 212 or 213 requires probate or letters |
| Legal heir certificate | Not in the Act | State authorities, as the Act does not say | Not stated here |
How a company deals with transmission
Section 56(2) of the Companies Act says nothing in section 56(1) prejudices the power of a company to register, on receipt of an intimation of transmission of any right to securities by operation of law, the person to whom the right has been transmitted. Section 56(4)(c): certificates of securities transmitted are delivered within one month of the receipt of the intimation of transmission, unless prohibited by law or an order. Under Table F of Schedule I (the model articles; the company's own articles govern), on the death of a sole holder his nominee or legal representatives are the only persons the company recognises as having title; a person entitled by death may, "upon such evidence being produced as may from time to time properly be required by the Board", elect to be registered or to transfer the share. For an OPC, the nominee is recognised. What evidence a company asks for depends on its articles and the Board's requirements; no company's practice is claimed here. For the procedure, see our guide on transmission of shares on death and, for shares that have gone to the IEPF, claiming them back.
Worked example (invented names)
Mr Hari Menon dies holding 200 shares of Orchid Textiles Limited and a bank deposit. He left a Will naming his friend Ms Latha Iyer as executor. Probate is granted to her under section 222 and establishes the Will from his death (section 227). A succession certificate would not be granted for the same debts and securities if section 213 requires probate for them (section 370(1)); where it does, she would apply to the company with the probate, and the company's Board may require such evidence as its articles provide. If Mr Menon had left no Will, the heirs would look at section 212 and its community limits, and at a succession certificate under Part X for the debts and securities.
Common mistakes
- Applying for a succession certificate where section 370(1) bars it.
- Treating a legal heir certificate as a grant under the Act.
- Assuming one court-grant fits every community; sections 212(2) and 213(2) limit them.
- Ignoring a nomination or the company's articles on transmission.
- Not checking whether a later probate has superseded an earlier certificate.
Need help with succession documents?
We can advise which document fits the estate, prepare the petition and deal with the company's transmission requirements. See our legal consultation service.
Key takeaways
- Probate goes only to an appointed executor; letters of administration where there is no executor or on intestacy.
- A succession certificate is for debts and securities, including a share in a company, and is barred where probate or letters are required.
- A later probate supersedes a succession certificate.
- "Legal heir certificate" is not an Act term.
- A company's transmission requirements come from its articles and the Companies Act, not from a fixed document list.
Read next
- Transmission of Shares on a Shareholder's Death
- Claiming Shares Back From the IEPF When Certificates Are Lost
- Section 213: When Probate Is Needed
- Executor Duties Under a Will
Disclaimer: Based on the Companies Act, 2013 in the Ministry of Corporate Affairs consolidated text (last updated 29 July 2022), the Rules as consolidated in the Ministry's e-book and the other official texts named in this article, including the Indian Succession Act, 1925, as consulted on 3 October 2026. Later amendments, State variations, notifications, circulars, forms and fees should be checked. Formats are general drafts to be adapted to the company's articles and facts. This article is general information, not legal advice; check the official text before acting.