NCLT Orders Transmission of Shares Without Succession Certificate in Landmark Judgment

Tribunal Directs Share Transfer on Submission of Legal Heir Certificate and Apostilled Documents

In a significant ruling, the National Company Law Tribunal (NCLT) Kochi Bench has directed M/S. Whispering Kera Ecological Homestay Private Limited to transfer 6,000 shares held by the late Ms. Sylvaine Perret-Gentil to her legal heir, Ms. Isabelle Fabienne Perret, without requiring a succession certificate. The judgment, delivered on November 24, 2025, emphasized that the legal heir is entitled to the transmission of shares upon submission of a legal heir certificate and apostilled documents, effectively dismissing the need for a succession certificate or letter of administration.

The case revolved around the transmission of shares following the death of Ms. Sylvaine Perret-Gentil, a major shareholder in the company. Her sister, Ms. Isabelle Fabienne Perret, sought the transfer of shares in her name, supported by a no-objection certificate from their mother, Ms. Francine Louise. Despite providing necessary documents, the company delayed the transfer, leading to the filing of an appeal under Sections 58(3) and 59 of the Companies Act, 2013.

The tribunal, comprising Shri. Vinay Goel (Member, Judicial) and Smt. Madhu Sinha (Member, Technical), highlighted the provisions of the Companies Act, 2013, and the Articles of Association of the company, which classify shares as movable property, thus facilitating their transfer without prior director sanction when it involves legal heirs. The tribunal noted that technical objections, such as insufficiently stamped documents, are curable defects and should not obstruct the transmission process.

Rejecting the respondents' claims of procedural non-compliance and the necessity of a succession certificate, the tribunal underscored the validity of apostilled documents under Indian law, as per the Ministry of External Affairs' Office Memorandum. The tribunal also directed the execution of an indemnity bond by all legal heirs to protect the company's interests from potential third-party claims.

This ruling sets a precedent, emphasizing the ease of share transmission to legal heirs under the Companies Act, 2013, without the formalities of succession certificates, thereby simplifying legal procedures for heirs of deceased shareholders.

Bottom Line:

Transmission of shares under the Companies Act, 2013 - Legal heirs entitled to transmission of shares without requirement of succession certificate, provided legal heir certificate and apostilled documents are furnished.

Statutory provision(s): Companies Act, 2013 Sections 58(3), 59, 44; Indian Stamp Act, 1899 Sections 33, 35

Ms. Isabelle Fabienne Perret v. M/S. Whispering Kera Ecological Homestay Private Limited, (NCLT)(Kochi Bench) : Law Finder Doc Id # 2812489