MASTER CIRCULAR HO/38/13/(4)2026-MIRSD-POD/I/4298/2026; Dated: 06.02.2026
The Securities and Exchange Board of India (SEBI) has issued a Master Circular for Registrars to an Issue and Share Transfer Agents (RTAs) with the objective of consolidating, updating, and streamlining the regulatory framework applicable to RTAs.
The Master Circular brings together various instructions issued earlier, providing a single reference point to enhance regulatory clarity and compliance.
1. Scope of the Master Circular
The Master Circular covers and updates regulatory provisions relating to the following key areas:
2. Online Registration Process for RTAs
The circular consolidates norms governing the online registration process, including:
- Submission of applications through the designated portal
- Documentation and eligibility requirements
- Processing and grant of registration
3. General Instructions Applicable to RTAs
SEBI has laid down general operational and governance instructions applicable to RTAs, including:
- Code of conduct and professional standards
- Maintenance of records and data confidentiality
- Systems, controls, and internal governance requirements
4. Application and Approval Framework
4.1 Change of Control and Transfer of Business
The Master Circular prescribes:
- The requirement of prior approval from SEBI for any change in control of an RTA
- Regulatory procedures for transfer of business, including documentation and disclosures
5. Net Worth Certification Requirements
RTAs are required to:
- Submit periodic net worth certificates
- Ensure compliance with minimum net worth requirements
- Provide certification from qualified professionals within prescribed timelines
6. Regulatory Compliance and Periodic Reporting
The Master Circular sets out obligations relating to:
- Ongoing regulatory compliance
- Periodic reporting to SEBI
- Timely submission of returns, statements, and disclosures
7. Enhanced Disclosures for Listed Debt Securities
Specific emphasis has been placed on:
- Enhanced disclosure requirements in relation to listed debt securities
- Transparency in servicing, record maintenance, and investor-related information
- Alignment with SEBI’s investor protection and market integrity objectives
8. Rescission of Earlier Circulars
SEBI has clarified that:
- Previous circulars and instructions covered under the Master Circular stand rescinded
- However, actions taken, approvals granted, and compliances completed under the earlier circulars shall remain valid
This ensures continuity and legal certainty, while avoiding duplication and regulatory ambiguity.
9. Key Takeaway
The Master Circular:
- Serves as a single, comprehensive compliance reference for RTAs
- Simplifies regulatory navigation
- Enhances consistency, transparency, and ease of compliance
- Strengthens SEBI’s oversight framework for intermediaries
Click Here To Read The Full Circular
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