How to buy unlisted shares in India, step by step
Reviewed by GrowFast's desk. General information, not advice.
The short answer
You buy unlisted shares privately from a seller or a dealer, not on a stock exchange. You need a PAN, a demat account and a bank account; you agree a price and quantity, your identity is verified, and the shares are moved into your demat account by an off-market transfer.
What you need
- A demat account in your name. Shares of unlisted public companies, and of private companies other than small ones, can only be transferred in demat form.
- A PAN. It must be quoted for a purchase or sale of unlisted shares above Rs 1,00,000 in a transaction.
- A bank account in your name, to pay from.
The steps
- Choose the share. Read what the company has published: its accounts, who owns it, and whether a listing is planned.
- Ask for a price. A price on a list is indicative. The seller confirms the price and the quantity available on the day.
- Complete KYC. A dealer verifies your identity and your demat account details before it deals with you.
- Pay and receive the shares as agreed. The seller instructs its depository participant to move the shares to your demat account. This is called an off-market transfer.
- Check your demat statement. The shares should appear under the company's ISIN.
What the depositories require
- The seller must state the reason for the transfer and, for a sale, the amount paid.
- Stamp duty of 0.015% of the amount is collected by the depository before the transfer goes through.
- The seller confirms the transfer with a one-time passcode.
- For shares of a private company held with NSDL, a consent letter from the company is also required.
What it costs
- The price of the shares.
- Stamp duty of 0.015%. By law the seller is liable for it; who bears it in practice is a matter of agreement.
- Your depository participant's own charges, if any.
- No securities transaction tax applies to a private off-market purchase.
Before you buy
Unlisted shares are illiquid. You may not be able to sell when you want to, or at the price you paid. A company that is expected to list may never do so. SEBI has cautioned that online platforms for unlisted shares are not authorised or recognised by it, and that buyers do not get the protections of a stock exchange. Know who you are dealing with.
Questions people ask
What is the minimum I can buy?
There is no legal minimum. Sellers set their own minimum quantity, and it differs by share.
How long does the transfer take?
It depends on the seller and on the depository participants involved. Ask for the expected date before you pay.
Can I buy unlisted shares without a demat account?
In almost all cases, no. Transfers of shares of unlisted public companies and of most private companies must be in demat form.
Sources
- Ministry of Corporate Affairs: Companies (Prospectus and Allotment of Securities) Rules, 2014, rules 9A and 9B
- NSDL circular of 22 April 2026 on reason codes for off-market transfers
- NSDL procedure for collecting stamp duty on off-market transfers
- Income-tax Rules, 2026, rule 159: transactions for which PAN must be quoted
- SEBI press release 32/2026 of 17 June 2026, on transactions in unlisted securities on platforms (as circulated by NSDL)
This guide is general information as the rules stood on 9 Oct 2026. Rules and tax rates change. It is not investment, legal or tax advice; check the sources and take professional advice before you act. See the Terms and Conditions.