Rule 19 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.
Rule 19 lets any holder of securities name a person in whom the securities will vest on the holder's death. It says how the nomination is made in Form SH-13, how it is recorded, what the nominee can do after death, how a nomination is cancelled or varied in Form SH-14, and what happens when the nominee is a minor. This article states the rule as amended up to G.S.R. 43(E) dated 21 January 2023 per the MCA e-book; later amendments should be checked.
Any holder of securities may nominate a person in Form SH-13; joint holders must nominate together. The company records the request within two months of receiving the duly filled and signed form. After the holder's death (or the death of all joint holders) the nominee may register as holder or transfer the securities. The nominee cannot attend or vote at meetings until registered. A nomination is cancelled or varied in Form SH-14, effective on receipt. The Act's side is in section 72.
Making and recording a nomination: sub-rules (1) to (4)
Sub-rule (1). Any holder of securities of a company may, at any time, nominate in Form SH-13 any person as nominee in whom the securities shall vest in the event of the holder's death. The rule speaks of "securities", so it covers shares and debentures alike.
Sub-rule (2). On receipt of the nomination form, a corresponding entry shall forthwith be made in the relevant register of securities holders maintained under section 88.
Sub-rule (3). Where the securities are held by more than one person jointly, all the joint holders shall together nominate in Form SH-13 any person as nominee.
Sub-rule (4). The company should record the request for nomination within two months from the date it receives the duly filled and signed form. For a company that keeps its registers on paper or in a system, the two-month clock runs from receipt, so the date of receipt should be stamped on the form. If you are handling a transfer or a holder's death, our share transfer support covers the documents.
What the nominee can do: sub-rules (5) to (8)
| Sub-rule | Rule |
|---|---|
| (5) | On the holder's death, or the death of all joint holders, the nominee may, on producing the evidence the Board requires, elect either (a) to register himself as holder or (b) to transfer the securities as the deceased holder could have done. |
| (6) | A nominee who elects to be registered delivers or sends to the company a signed written notice of that election, accompanied by the death certificate of the deceased share or debenture holder or holders. |
| (7) | All the limitations, restrictions and provisions of the Act on the right to transfer and registration of transfers apply to the notice or transfer as if the death had not occurred and the notice or transfer were a transfer signed by that holder. |
| (8) | The nominee is entitled to the same dividends, interest and other advantages as if he were the registered holder, except that before registration he cannot exercise any right conferred by membership in relation to meetings of the company. |
The proviso to sub-rule (8). The Board may at any time give notice requiring the nominee to elect either to be registered or to transfer the securities. If the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, interest, bonuses or other money payable on the securities until the notice is complied with. The rule does not say the Board must withhold; it says the Board may.
Cancelling or varying a nomination: sub-rules (9) and (10)
The holder who made the nomination may cancel it, or vary it by nominating another person in place of the present nominee, by giving notice to the company in Form SH-14. The cancellation or variation takes effect from the date on which the company receives the notice. A holder cannot cancel through anyone else; the rule speaks of the holder who made the nomination.
Minor nominee: sub-rule (11)
Where the nominee is a minor, the holder may appoint a person, in Form SH-13 specified under sub-rule (1), who becomes entitled to the securities if the nominee dies during his minority. The e-book records that the reference was changed from "Form No. SH-14" to "Form No. SH-13" on 18 March 2015, so the present rule points to SH-13.
Practical examples
Meera Joshi holds shares in Navkar Engineering Private Limited and files an SH-13 naming her brother as nominee. The company records the nomination within two months of receiving the signed form and makes the entry in the register under section 88. If Meera dies, her brother may choose to be registered as holder or to transfer the shares, on giving the Board the evidence it asks for. If he elects registration, he sends a signed notice and Meera's death certificate. Until he is registered he receives the dividends but cannot vote at the company's meetings.
If Meera and her husband had held the shares jointly, both would have had to sign the SH-13 together. If she later wants to name her daughter instead, she gives the company an SH-14; the change takes effect when the company receives it.
Need help with a nomination, transmission or transfer?
A nomination avoids uncertainty at the time of death, but the company still has to record it correctly and act on the nominee's election. If you need documents prepared or a transfer processed, see our share transfer service.
Key takeaways
- Form SH-13 for nomination; joint holders nominate together.
- The company records the nomination within two months of receiving the duly filled and signed form.
- The nominee may register or transfer after the holder's death; the Board may withhold payments if the nominee does not elect within ninety days of a notice.
- Before registration the nominee cannot exercise membership rights at meetings.
- SH-14 cancels or varies a nomination, effective on receipt.
Read next
- Rules 6 and 11: duplicate share certificates and the SH-4 transfer instrument
- Rules 5 and 7: share certificates and safe custody of forms
- Section 72: power to nominate a person for your securities
- Transmission of shares on a shareholder's death
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.