Chapter IV - Share Capital and Debentures
Section 72
Section 72: nominating a person for your securities
Every holder of securities may nominate, in the prescribed manner, a person in whom the securities will vest on death. Joint holders may nominate together, and a holder may appoint a person to take over if a minor nominee dies during minority.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) Every holder of securities of a company may, at any time, nominate, in the prescribed manner, any person to whom his securities shall vest in the event of his death.
(2) Where the securities of a company are held by more than one person jointly, the joint holders may together nominate, in the prescribed manner, any person to whom all the rights in the securities shall vest in the event of death of all the joint holders.
(3) Notwithstanding anything contained in any other law for the time being in force or in any disposition, whether testamentary or otherwise, in respect of the securities of a company, where a nomination made in the prescribed manner purports to confer on any person the right to vest the securities of the company, the nominee shall, on the death of the holder of securities or, as the case may be, on the death of the joint holders, become entitled to all the rights in the securities, of the holder or, as the case may be, of all the joint holders, in relation to such securities, to the exclusion of all other persons, unless the nomination is varied or cancelled in the prescribed manner.
(4) Where the nominee is a minor, it shall be lawful for the holder of the securities, making the nomination to appoint, in the prescribed manner, any person to become entitled to the securities of the company, in the event of the death of the nominee during his minority.
Introduction
Section 72 makes the nominee entitled, on the holder’s death, to all rights in the securities to the exclusion of all other persons, unless the nomination is varied or cancelled in the prescribed manner. This operates notwithstanding any other law or any disposition, testamentary or otherwise.
Section 72 came into force on 1 April 2014 under S.O. 902(E). The consolidated text shows no amendment. The manner and forms are prescribed by rules.
Key takeaways
Any holder
Every holder of securities may nominate at any time in the prescribed manner.
Joint holders
Joint holders together nominate a person who takes all rights on the death of all joint holders.
Minor nominee
The holder may appoint a person to become entitled if the minor nominee dies during minority.
Make the nomination
A holder nominates in the prescribed manner a person in whom the securities will vest on the holder’s death. For joint holdings, all joint holders together nominate a person in whom all rights vest on the death of all of them.
Effect on death
Under sub-section (3), the nominee becomes entitled on the death of the holder, or of all joint holders, to all rights in the securities to the exclusion of all other persons. This applies notwithstanding any other law or any disposition, testamentary or otherwise, unless the nomination is varied or cancelled in the prescribed manner. Families with wills or succession questions should take legal advice on how the nomination interacts with succession law.
Minor nominee
Where the nominee is a minor, the holder may appoint, in the prescribed manner, a person to become entitled to the securities if the nominee dies during minority.
Practical preparation
Use the currently prescribed nomination form for the company or depository. Get all joint holders to sign joint nominations. Appoint a substitute for any minor nominee. Review the nomination after major life events and vary or cancel it in the prescribed manner.
Practical checklist
Do
- Keep acknowledgement of the nomination from the company or depository participant.
- Review nominations after marriage, birth or death in the family.
Avoid
- Do not assume a will automatically varies a registered nomination; variation must be in the prescribed manner.
Illustrative example
Hypothetical: nominating a minor child
A shareholder wants to nominate a ten-year-old child.
Nominate
File the nomination in the prescribed manner.
Substitute
Appoint a person to become entitled if the child dies during minority.
Confirm
Keep the company’s acknowledgement.
Outcome
- The nomination and the substitute appointment are on record under section 72.
Glossary
- Nominee
- The person nominated under section 72 who becomes entitled to the securities on the holder’s death.
Frequently asked questions
Can joint holders nominate?
Yes. They nominate together, and the rights vest in the nominee on the death of all joint holders.
Can a minor be a nominee?
Section 72(4) contemplates a minor nominee and lets the holder appoint a person to take over if the minor dies during minority.
How is a nomination changed?
By varying or cancelling it in the prescribed manner.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026