Why this guide (and why UnlistedCorner)
Off-market transfers are the backbone of unlisted share deals in India. Do them right and the credit lands in the buyer’s demat cleanly—no back-and-forth with DPs, no rejected DIS, no stamp-duty hiccups. Do them wrong and you risk delays, reversals, or worse, a dispute over consideration or company approvals.
At UnlistedCorner, we don’t just list opportunities; we hand-hold the transfer—from price discovery to DP instruction and stamp-duty confirmation. Our vendor system connects you with verified sellers and buyer-side demand, while our Ops Desk pre-checks CMLs, ISINs, and reason codes so your transfer clears on the first attempt. If you’re reading this, you’re either preparing a transfer or you want a process that’s simple, compliant, and fast. This article is your blueprint.
First principles: What counts as an off-market transfer?
Any demat-to-demat movement outside a stock exchange is off-market—typical for unlisted shares. You can execute it:
- Physically via a Delivery Instruction Slip (DIS/DP Slip) with your DP
- Online via depository platforms
- CDSL Easiest (smart-card/DSC for “trusted” transfers)
- NSDL SPEED-e / e-services (password or smart-card; also used to confirm off-market instructions)
Key difference: eDIS you use with a broker to sell on exchange isn’t the same as off-market; for off-market you use CDSL Easiest or NSDL SPEED-e, or a paper DIS lodged with your DP.
Stamp duty: the non-negotiable (and who pays it)
Since 1 July 2020, stamp duty on transfer of securities through depositories is collected electronically. For delivery-based transfers (i.e., your typical unlisted deal), the rate is 0.015% of the consideration (value). Duty must be paid before execution and is generally collected from the buyer/transferee by the depository.
- NSDL Stamp Duty Calculator exists to estimate the payable duty; your DP/depository collects it before the instruction is processed.
- Charges from your DP (processing/transfer fees) are separate from stamp duty. For example, one large broker lists ₹25 per ISIN per transaction + GST—actual charges differ by DP.
Pro tip (UnlistedCorner): In our deal flow, we confirm who pays duty and how much right on the pro-forma invoice and share the calculator snapshot in the deal file to avoid last-minute holds.
Fresh 2025 watch-out: NSDL consent for private companies
On June 3, 2025, NSDL tightened rules for off-market transfers of shares of private limited companies—prior company consent (per Articles of Association/transfer restrictions) must be recorded before the depository executes the transfer. This aligns with Companies Act restrictions and AoA rights (e.g., ROFR). CDSL had not announced an identical rule at the time of writing, but company-level restrictions still apply.
What we do at UnlistedCorner: Our Ops Desk checks the AoA and—when needed—obtains company/RTA email approval before we raise the off-market instruction, so the transfer isn’t stuck in “awaiting consent”.
The cleanest execution path (step-by-step)
A) Buyer & Seller Prep (T-1 to T0 morning)
- Deal sheet & KYC pack
- PAN, CML (Client Master List), name match, demat IDs, bank proofs, and ISIN of the security.
- Commercials
- Consideration, payment mode, and who bears stamp duty & DP charges (document it).
- Compliance gate
- For private companies, obtain company consent (NSDL now mandates it; wise to do even for CDSL).
- Confirm depository legs
- Is it CDSL→CDSL, NSDL→NSDL (intra-depository), or inter-depository? (Inter-depo adds a bit to timeline.)
B) Instruction path (T0)
Option 1 — Paper DIS (Delivery Instruction Slip)
- Seller fills DIS with: ISIN, quantity, off-market (BO-BO), reason code (e.g., “Sale”/“Gift”), counter DP ID + Client ID, and consideration if required. Submit before the DP cut-off (often ~4:00 pm). Same-day execution is typical if submitted in time.
Option 2 — CDSL Easiest (online)
- Seller initiates off-market transfer to a pre-added beneficiary. Digital signature/DSC is used; all off-market and inter-depository transactions are supported.
Option 3 — NSDL SPEED-e / e-Services (online)
- Seller submits delivery instructions; buyer confirms pending off-market instructions online (NSDL iWeb). Smart-card users can deliver to any account.
Stamp duty collection
- Depository collects 0.015% before executing the off-market transfer (buyer/transferee is typically charged).
C) Funds & proof (T0 to T+1)
- Buyer pays consideration as agreed (bank/escrow).
- Share UTR with UnlistedCorner Ops; we attach it to the deal file with the DIS screenshot/e-instruction PDF.
D) Credit & closure (usually T0 evening to T+2)
- If lodged before cut-off, many DPs process same day; else next working day. Online off-market typically shows credit within 2-3 working days (inter-depository can be 3–5).
- We send deal closure: buyer demat credit screenshot + tax note + stamp-duty proof.
Reality check on “T+”: Off-market transfers don’t follow exchange T+1. Your practical window is T0–T+2 for intra-depo and T+2–T+5 for inter-depo or when company consent is needed.
DP Slip (DIS) — the clean-fill checklist
A correctly filled DIS is the difference between T+1 credit and T+7 headaches. Here’s your no-miss list:
- Transfer type: Off-Market (BO-BO)
- Depository: Tick CDSL or NSDL correctly
- Counterparty details: Counter DP ID + Client ID; BO name must match CML
- ISIN & quantity: Exact, legible, match to deal sheet
- Reason code: “Sale” (consideration) or “Gift/Transfer to relative” etc.
- Consideration & stamp duty: Fill if your DP requires value entry; duty collected by depository before execution
- Signatures: All holders (if joint) as per DP records
- Cut-off: Submit before ~4:00 pm (varies by DP) for same-day processing; else T+1.
What about STT and taxes?
- STT applies to exchange-traded transactions. Off-market transfers are outside STT, including most unlisted deals. (Exception: certain OFS/IPO routes.)
- Capital gains still apply on sale of unlisted shares (holding-period rules differ from listed). Speak to your tax advisor—UnlistedCorner can share a generic tax note with your CA.
T+ timelines you can actually plan around
|
Scenario |
Typical Window |
Why it happens |
|
Intra-depository (CDSL→CDSL or NSDL→NSDL), DIS submitted pre cut-off |
T0–T+1 |
DP executes same day; duty collected online. |
|
Intra-depository via Easiest/SPEED-e (online) |
T+1–T+2 |
Batch pulls + beneficiary verification; buyer confirmation (NSDL). |
|
Inter-depository (NSDL↔CDSL) |
T+2–T+5 |
Extra hop + DP coordination. |
|
Private Co. shares (NSDL) |
Add 1–3 days |
Prior company consent per new NSDL circular. |
UnlistedCorner advantage: We pre-add beneficiary, lock the reason code, arrange duty payment, and—if NSDL/private co.—upload consent before the instruction hits, so you see predictable T+ outcomes.
Cost snapshot (what you’ll typically see)
- Stamp duty: 0.015% of consideration (buyer/transferee). Collected by depository before execution.
- DP transfer fees: Charged per ISIN per transaction (varies by DP). Example schedule shows ₹25/ISIN + GST (illustrative; confirm with your DP).
- Courier/attestation: If using paper DIS.
- Optional escrow fee: If you choose escrow via partner.
Clean vs. messy: 7 avoidable rejection reasons
- Name/holder mismatch between DIS and CML
- Wrong DP ID/Client ID for the counterparty
- ISIN typo or locked/pledged/ISIN under lien/lock-in (not transferable)
- No/insufficient stamp duty remitted in time (depository will not execute)
- Missing company consent for private co. shares on NSDL
- Reason code not matching documentation (e.g., “gift” but consideration paid)
- Late cut-off submission—rolled to T+1 or next working day
How UnlistedCorner makes this painless
1) Verified Vendor System
We maintain a vendor marketplace of pre-screened sellers and liquidity providers. Each vendor profile carries verified holdings, historical fulfillment rate, and KYC status. When a buy inquiry lands, our engine routes it to best-fit vendors (price, quantity, speed).
2) Deal File & Pre-Checks
We build a single deal file (CMLs, PANs, ISIN, consideration, reason code, NSDL consent if private co.) and validate all fields before you touch the DP slip.
3) Stamp Duty & DP Coordination
We compute the duty (0.015%) with NSDL’s calculator (or DP confirmation), confirm payor, and ensure it’s collected before execution—so your instruction is not blocked.
4) Instruction Support (DIS/Easiest/SPEED-e)
We provide annotated DIS samples, or walk you through CDSL Easiest / NSDL SPEED-e screens. In NSDL/private-co. cases, we secure company approval and attach it to the flow.
5) Predictable T+
You’ll receive a T-plan (e.g., “T0 11:00 am DIS lodge, T0 duty confirmation, T+1 3:00 pm buyer credit expected”). We monitor execution windows (DP cut-off, inter-depo hop) and escalate if needed.
Worked example: a clean sale of 2,000 shares (unlisted, NSDL→NSDL)
- Commercials: Price ₹150/share → Consideration ₹3,00,000
- Stamp duty: 0.015% × ₹3,00,000 = ₹450 (buyer pays via NSDL; collected before execution)
- DP fee: Seller’s DP charges ₹25 + GST (per ISIN; illustrative)
- Consent: Private limited company → company email approval obtained (NSDL)
- Instruction: Seller submits DIS (off-market, reason “Sale”) at 3:00 pm; buyer confirms pending instruction (if prompted).
- Credit: T+1 11:00 am—shares visible in buyer demat; deal closed with duty receipt and demat statement.
When should you use Gift/Family Transfers?
Gifts are common in family restructurings. While stamp duty focuses on transfers for consideration, depository processes may still require proper reason codes and documentation; check your DP’s treatment and ensure the company’s AoA doesn’t restrict the transfer. (Interpretations vary—get your CA/company secretary to confirm specifics for your case.)
Quick reference: tools & pages you’ll actually use
- NSDL Off-Market & e-Services (SPEED-e / iWeb) — submit & confirm instructions; check pending requests.
- CDSL Easiest — online off-market & inter-depo transfers with digital signature.
- NSDL Stamp Duty Calculator — estimate duty before execution.
FAQ
1) What exactly is the stamp duty on off-market transfers of unlisted shares?
0.015% of consideration for delivery-based transfers, collected before execution by the depository (typically from the buyer/transferee).
2) Who pays the DP fees?
Your DP’s transfer fees (per ISIN per transaction) are separate from stamp duty. Many DPs charge a flat fee (e.g., ₹25 + GST per ISIN per transaction), but check your DP’s tariff.
3) How long does an off-market transfer take?
If the DIS hits before the cut-off (often ~4:00 pm), intra-depository credits can reflect same day or T+1. Online flows typically settle within 2–3 working days; inter-depository may take 3–5.
4) Is STT applicable on unlisted/off-market deals?
No. STT applies to exchange trades; off-market transfers are outside STT. (Specific OFS/IPO cases differ.)
5) What’s changed in 2025 for private company shares?
NSDL now requires prior company consent to reflect AoA transfer restrictions for private limited shares in off-market transfers (effective June 3, 2025). Plan your timeline accordingly.
6) Can I transfer without consideration (gift)?
Gifts are possible but require correct reason code and documents. Confirm stamp-duty treatment with your DP and ensure AoA isn’t restrictive for private companies.
7) Do I need eDIS for an off-market transfer?
No. Use CDSL Easiest or NSDL SPEED-e, or paper DIS. eDIS is typically for broker-led sell transactions.
8) What if the receiving demat is in a different depository?
That’s inter-depository (NSDL↔CDSL). Expect an extra day or two.
9) What are the common rejection reasons?
Name/holder mismatches, wrong DP/Client IDs, ISIN issues (lock-in/pledge), unpaid stamp duty, missing company consent (NSDL/private co.), or late cut-off.
10) How does UnlistedCorner help here?
From vendor matching and price discovery to AoA/consent checks, duty calculation, DP coordination, and T+ tracking—we run the transfer end-to-end so you don’t chase paperwork.
Compliance corner (keep this handy)
- AoA & SHAs: Private companies may restrict transfers (ROFR, board consent). NSDL now enforces consent—get it first.
- KYC hygiene: Names in CML and bank/PAN must align.
- No POA? No problem: Use DIS/Easiest/SPEED-e.
- Duty before execution: Arrange the 0.015% duty upfront to avoid auto-rejection.
Keep proofs: Duty receipt, DIS copy or online instruction PDF, UTR, and demat credit screenshot.