Matter for opinion: The flat in a Co-op. Housing Society Ltd., situated in Mumbai, Maharashtra The above captioned property was jointly purchased by Mrs. X along with along with her spouse Mr. Y in the year 2005. The entire Purchase consideration of captioned flat premises was paid by Mrs. X through her own funds and the same has been reflected in her Income Tax Returns, hence as per the law she was the Sole Owner of the captioned flat premises since the date of purchase of the said flat premises. Mr. Y, died intestate on 01/05/2021, leaving behind him his only 3 surviving legal heirs namely 1) Mrs. X (Wife), 2) Mr. A (son) (USA resident) & 3) Mr. B (son) (NRI) as his legal heirs & representative, each one of them is entitled to have 1/3rd right, title and interest in 50% of the said flat premises. Thereafter by registered Deed of Release dated 29/08/2025, said Mr. A & Mr. B, had released & relinquish their 1/3rd undivided share each out of 50% rights of late Mr. Y in respect of said flat to Mrs. X. On the submission of released deed along with the required documents, the society had endorsed the share certificate and updated the members register accordingly. Mrs. X is sole and legal owner of the said property. Now, Mrs. X made her WILL and registered the same at the sub-registrar office with medical fitness certificate and 2 witnesses, appoint Mr. B (Son) beneficiary for captioned property. Now, if Mrs. X dies leaving behind a valid WILL, do we require a court issued probate order to transfer captioned property to the beneficiary? If probate is required than what is process? And if probate is not required as per the latest amendment, what procedure need to be followed by executor of the WILL / beneficiary of the WILL to transfer the property in the name of beneficiary.
First answer received in 10 minutes.
Lawyers are available now to answer your questions.
Probate is no longer mandatory in Mumbai
society will transfer flat on basis of registered will executed by Mrs X
if however son A contests the will then execuit of will need to apply for probate in bombay high court
enclose affidavit of one of the attesting witnesses
On the facts stated, Mrs. X is the absolute owner of the flat. Although the property was originally purchased jointly in the names of Mrs. X and Mr. Y, after the demise of Mr. Y, his undivided 50% share devolved upon his Class I legal heirs under the Hindu Succession Act, 1956. Subsequently, both sons validly executed a registered Release Deed relinquishing their respective shares in favour of Mrs. X. The Co-operative Housing Society has also mutated the records and endorsed the share certificate in her favour. Therefore, Mrs. X presently holds an absolute and marketable title to the property.
Since the property is situated in Mumbai, Maharashtra, the crucial issue is whether probate of the Will is mandatory.
Is Probate Required?
Yes. In the case of immovable property situated within the territorial jurisdiction of the erstwhile Presidency Town of Mumbai, probate of a Will executed by a Hindu is mandatory under Sections 213 and 57 of the Indian Succession Act, 1925. The recent amendments to the Maharashtra Co-operative Societies Act and model bye-laws do not dispense with the statutory requirement of probate. A Co-operative Housing Society may record a nominee or permit provisional transmission for limited purposes, but it cannot confer legal title in derogation of the Indian Succession Act.
Accordingly, even though the Will is duly registered, supported by a medical fitness certificate, and attested by two witnesses, the beneficiary or executor must first obtain Probate from the competent court before the property can be transferred based on the Will.
Procedure for Obtaining Probate
The executor named in the Will (or, if no executor is appointed, the beneficiary may seek Letters of Administration with the Will annexed) should file a Probate Petition before the Bombay High Court (Original Side), if the property falls within its testamentary jurisdiction, or before the competent District Court having jurisdiction, as applicable.
The petition should ordinarily be accompanied by:
Original registered Will.
Original Death Certificate of Mrs. X.
Details of all legal heirs and next of kin.
Schedule and valuation of the property.
Affidavit of the attesting witness (where required).
Court fees payable under the Bombay Court Fees Act.
The Court will issue citations/notices to the legal heirs and publish a public notice. If no caveat or objection is filed, the probate is generally granted after the Court is satisfied about the due execution and genuineness of the Will. If objections are raised, the proceedings become contentious and are tried like a civil suit.
Transfer After Probate
Once Probate is granted:
The beneficiary/executor should submit the Probate Order to the Co-operative Housing Society.
The Society will transfer the shares and membership in favour of the beneficiary.
Mutation in the revenue/municipal records may thereafter be carried out.
The beneficiary will thereafter have a complete and marketable title and can deal with the property, including sale or mortgage.
Effect of Recent Amendments
The amendments relating to co-operative societies have not abolished the requirement of probate for properties situated in Mumbai. They primarily streamline society procedures relating to nomination and transmission but do not override Sections 213 and 57 of the Indian Succession Act, 1925. Therefore, for a flat situated in Mumbai that devolves under a Will, Probate continues to be compulsory before legal title can be perfected in favour of the beneficiary.
Accordingly, in the facts of your case, the beneficiary (Mr. B) cannot obtain a complete legal title solely on the strength of the registered Will. Probate (or, if applicable, Letters of Administration with the Will annexed) must first be obtained, following which the Co-operative Housing Society and other authorities can validly transfer the property in his favour.
Dear Sir/Madam,
Probate is no longer compulsory merely because the flat is situated in Mumbai, as Section 213 of the Indian Succession Act has been deleted.
After Mrs. X’s death, the beneficiary/executor should submit the death certificate, original registered Will, share certificate, transfer application, affidavit/indemnity and other documents required by the society.
However, if any legal heir disputes the Will or the society raises a genuine objection, probate may be obtained from the Bombay High Court by filing a testamentary petition with the original Will and details of all legal heirs and assets.
Advocate Saurabh Agrawal
Thank you all for your valuable inputs.. Further to my above captioned query.. Mrs. X is promoter and holding about 70% stake in listed company, now on her demise how to transfer listed company shares to beneficiary Mr. B (NRI Son) through valid registered WILL.
You will need mother death certificate
2) For high-value or promoter-level large blocks of shares, a probate of the WILL from a competent court may be legally required by the RTA/Company.
3) Transmission Request Form (TRF): Standardized form obtained from the company’s RTA or depository (NSDL/CDSL)
4) The RTA and company compliance team verify the documents. Because this involves a massive 70% promoter block, the company may also need to report changes in promoter/director shareholdings and disclosures to the stock exchanges (BSE/NSE) under SEBI (LODR) Regulations
Dear Sir/Madam,
Mr. B can receive the listed shares through transmission into his NRI demat account by submitting the death certificate, registered Will, transmission form, PAN/KYC and prescribed declarations to the concerned Depository Participant/RTA. Probate is not automatically mandatory under SEBI’s revised transmission framework, unless the Will is disputed or a court order becomes necessary.
Inheritance of promoter shares is exempt from the mandatory open-offer requirement; however, acquisition and promoter-shareholding disclosures must be promptly made to the company and stock exchanges.
Under FEMA, the inherited shares will ordinarily be held on a non-repatriation basis, and no FEMA reporting is required for the transmission itself.
Considering the 70% controlling stake, engage a securities-law advocate and the company’s compliance officer before filing the transmission documents.
Advocate Saurabh Agrawal
You need to apply the same before the HC and get the same done
Under Section 213 read with Section 57 of the Indian Succession Act, 1925, obtaining a Probate of a Will is legally mandatory for any immovable property situated within the local limits of the Ordinary Original Civil Jurisdiction of the High Court of Bombay (i.e., Mumbai proper).
Even though Mrs. X’s Will is validly registered at the Sub-Registrar’s office with witness and medical fitness certificates, registration alone does not bypass the requirement of probate in Mumbai. Section 213 mandates that no right as executor or legatee (beneficiary) can be established in any Court of Law unless a court of competent jurisdiction (the Bombay High Court) grants Probate.
Even if the society waives Probate for internal membership records, any future buyer, financial institution/bank (for home loans), or title-clearing advocate will almost certainly insist on a Probate Order before accepting clean marketable title to the flat.
You may have to File a Testamentary Petition before Bombay high court by attaching the copies of the Will, death certificate, Medical Fitness Certificate, and flat ownership documents (2005 Purchase Agreement & 2025 Registered Release Deed). All other practical formalities required to be complied with shall be informed by the advocate who will be handling the probate case.
As the property is situated in Mumbai, obtaining Probate remains the safest and legally soundest path to guarantee clear, marketable title for Mr. B. Even if the housing society accepts an NOC from Mr. A without court probate during initial membership endorsement, acquiring Probate will eliminate any legal friction if Mr. B decides to sell or mortgage the property in the future.
Transferring a ~70% promoter stake in a listed company to an NRI beneficiary (Mr. B) upon the demise of Mrs. X involves four main regulatory frameworks involve in this viz.,: Court Probate, SEBI Takeover Regulations, Depository/DP Transmission rules, and FEMA/RBI guidelines.
Neither the Registrar and Transfer Agent (RTA) nor the Depository Participant (DP) will transmit promoter-level listed shares without a probated Will, hence to obtain probate of Will is mandatory.
SEBI SAST (Takeover Code) Exemption: The acquisition of shares by way of transmission, succession, or inheritance through a Will is explicitly exempt under Regulation 10(1)(g) of the SAST Regulations. Mr. B will not be forced to make a public open offer to acquire the 70% stake.
Under FEMA Regulations, an NRI is fully permitted to inherit shares of an Indian company from a person resident in India.The inherited shares will be held on a Non-Repatriable basis (credited to an NRO Demat Account). Repatriation of sale proceeds (if sold later) will be subject to RBI’s $1 Million per financial year scheme for NRIs.
Ensure Mrs. X’s Will explicitly names a trusted Executor (can be Mr. B or a professional legal counsel) who is authorized to manage the High Court probate petition and coordinate with company secretaries.Adding Mr. B as a registered Nominee directly in Mrs. X's Demat account during her lifetime speeds up processing, though probate remains mandatory for listed promoter shares of this scale.
The Parliament of India has completely omitted Section 213 of the Indian Succession Act, 1925, through the Repealing and Amending Act, 2025, which received presidential assent on December 20, 2025. This historic reform abolishes the mandatory requirement of obtaining a probate or letters of administration to establish rights under a Will anywhere in India
We are aware of fact that probate is no longer mandatory in Mumbai
Probate is still considered a good position even if in cases where it’s not mandatory
You are right that through 'The Repealing and Amending Act, 2025 (Act No. 37 of 2025)', which received Presidential Assent on December 20, 2025, Parliament officially omitted Section 213 from the Indian Succession Act, 1925. Consequential amendments were also made to Sections 3(1) and 370 to eliminate all statutory ties to compulsory probate. This landmark reform fundamentally alters the legal framework for both the Mumbai Flat and the 70% Listed Company Promoter Stake.
While probate is no longer statutorily mandatory, it remains an optional.. Obtaining a voluntary probate may still be advisable if Son A or another relative challenges the genuineness or validity of Mrs. X's Will or if international regulatory authorities, institutional lenders, or risk-averse corporate RTAs request judicial validation before transferring vast commercial control (such as a 70% listed stake).
Dear Sir/Madam,
Yes, Section 213 of the Indian Succession Act was omitted by the Repealing and Amending Act, 2025, effective from 20 December 2025. Therefore, probate is no longer a compulsory legal prerequisite for claiming property or shares under a Will.
The beneficiary should apply for transmission with the registered Will, death certificate and prescribed KYC/transmission documents. However, in case of any dispute regarding the Will, a court order may still become necessary.
Advocate Saurabh Agrawal
1. although 213 is deleted, the requirement of a probate in respect of a Will is not completely obliterated.
2. upon the demise of Mrs. X, her heirs, i assume, would be her 2 sons, A and B.
3. If A does not dispute the Will then he can give his consent affidavit for transfer of the property to B
4. However if A disputes and lodges any objection with the society as regards X's Will, the society may require B to obtain probate of the Will [in case an executor is appointed under the Will] or a letter of administration with Will annexed [if no executor is named in the Will]. Thus, the society can still require for legal representation of X, even if 213 is no more in the statute book.
5. further, even if there is no dispute between A and B, the society may still require a probate or LA with will annexed
6. so in the aforesaid eventualities the necessary petition would have to be filed in the High Court and once the grant is issued, the holder of the grant will have to register a transfer deed in favour of the legatee/beneficiary named in the Will, which will complete the title of the legatee
7. the same also applies for the listed shares held by X.
Dear Client, Following the complete omission of Section 213 of the Indian Succession Act via the Repealing and Amending Act obtaining a court issued probate or letters of administration is no longer mandatory to establish rights under a registered will anywhere in India including for properties situated in Mumbai because Mrs X’s Will is duly registered with the subregistrar accompanied by a medical fitness certificate and witnesses the beneficiary can directly act upon it While legacy practices are overly cautious institutions sometimes still request court orders the statutory mandate requiring compulsory probate has been successfully eliminated.
To transfer to Cooperative Housing Society flat in Mumbai to Mr B after Mrs X’s demise the beneficiary must submit a formal application to the Managing Committee at under the Maharashtra Cooperative Societies Act framework the required paperwork includes a copy of Mrs X’s death certificate the original share certificate the registered will a standard indemnity bond and an affidavit come declaration Since Mr B is an NRI the Society may require him to complete procedural formalities through a local authorized representative or power of attorney once the managing committee reviews the valid registered will and verifies that no conflicting claims or objections exists they will update the membership register and endorse the share certificate in his name.
For transferring Mrs X’s 70% stake as a promoter in the listed company to her NRI son Mr B the procedure involves working directly with the company’s designated registrar and share transfer agent rather than a court. Mr B must submit a transmission request form along with a self attested copy of the death certificate the original or a certified copy of the registered will his updated KYC documents and a transmission in Indemnity bond Since the shares are held in dematerialised format the process is executed through his depository participant who will process and credit the securities smoothly based on the valid registered will without any requirement of a court issued probate. I hope this answer helps, if you have any further query kindly do not hesitate to contact us. Thankyou
Sir/Madam,
It is suggested that since the probate is not required, you are required to submit the application with WILL (certified copy) to revenue authorities for Flat in Co-Operative Society and for ROC/MCA for listed company's share transfer in the name of the Mr. B.
Please let us know the detail process to transfer above said flat & shares from Mrs.X to Mr. B (NRI Son)?
Obtain Standardised form from the company’s RTA or depository (NSDL/CDSL)for transfer of shares
enclose mother death certificate copy of will of deceased mother
3) approach society to transfer shares in flat enclose mother will her death certificate
society will transfer flat on basis of registered will executed by Mrs X
if however son A contests the will then execuit of will need to apply for probate in bombay high court
Probate is not compulsory merely because the assets are in Mumbai, as Section 213 has been omitted. It will generally be required only if the Will is disputed.
For the flat, submit the death certificate, registered Will, original share certificate, membership application, KYC and society’s indemnity/NOC documents. The society can transfer the flat and shares directly on the basis of the Will; thereafter, update municipal/property-tax records.
For the listed shares, Mr. B should apply to the DP/RTA with the transmission form, death certificate, Will, NRI demat CML, indemnity bond and affidavit-cum-NOC from the other legal heirs. Probate is not mandatory under the revised SEBI process.
Since this is a 70% promoter holding, the company secretary/compliance officer should simultaneously complete promoter and stock-exchange disclosures and FEMA formalities.
Sir/Madam,
For transfer of flat, you will have to approach the Co-operative society and get the requisite papers regarding share of Mrs. X and then apply to revenue authority along with the papers obtained from co-operative society and WILL of Mrs. X in favour of Mr. B.
For the shares, you will be approching the company regarding the share certificate in respect of Mrs. X and then apply ROC/MCA for change of name of share holders in the name of Mr. B regarding the share of the Mrs. X. You are also required to check the companies bye-laws, if any, regarding the change of name of share holder in the event of death of one owner/director of the company. If there is something given specific in the bye-laws, you are required to follow the same.
Already posted. Plz check
To transfer both the Mumbai Flat and the 70% Listed Company Promoter Stake from late Mrs. X to Mr. B (NRI Son) under the registered Will (post the 2025 omission of mandatory Section 213 probate), the legal and administrative steps must be followed.
Submit the formal Transmission Request Form (TRF) to the Depository Participant (or Registrar & Transfer Agent) managing Mrs. X’s demat account.
Upon verifying the documents, the DP/RTA executes the transmission via the depository system (NSDL/CDSL). The 70% shareholding is transferred out of Mrs. X’s demat account and directly credited into Mr. B’s NRO Demat Account.
Under the Maharashtra Co-operative Societies (MCS) Act, 1960 and Model Bye-Laws, the flat transfer process proceeds directly with the society.
Through gift deed or registered partition deed the same can be done. Will is also helpful but transfer can be done only after death