Description

Consolidated master circular consolidating all applicable SEBI circulars and directions for Investment Advisers and IAASB at one place, rescinding previous individual circulars.

Summary

SEBI has issued a comprehensive Master Circular (HO/38/12/11(2)2026-MIRSD-POD/I/4300/2026) dated February 06, 2026, consolidating all applicable circulars and directions for Investment Advisers at one place. This master circular rescinds all previous individual circulars listed in its appendix while preserving their legal effect for past actions, pending applications, and ongoing proceedings. The circular covers guidelines for Investment Advisers, conduct measures, administration and supervision framework, technology requirements, investor complaint redressal, and miscellaneous provisions including change in control procedures and advertisement code.

Key Points

  • Single consolidated reference document for all Investment Adviser regulations and circulars
  • All directions in appendix circulars are rescinded but remain valid for past actions and ongoing proceedings
  • Covers 11 major subject areas including IA guidelines, conduct measures, and supervision framework
  • BSE Limited recognized as both RAASB and IAASB (Research Analyst and Investment Adviser Administration and Supervisory Body)
  • Includes technology guidelines for SaaS-based solutions for financial sector organizations
  • Incorporates investor complaint redressal through SCORES and ODR platforms
  • Establishes procedures for change in control approvals and shareholding transfers
  • Sets advertisement code and brand name/trade name usage rules
  • Covers mutual fund transaction facilitation through stock exchanges
  • Issued under Section 11(1) of SEBI Act 1992 for investor protection
  • Available on SEBI website under “Legal > Master Circulars”

Regulatory Changes

The master circular represents a consolidation exercise rather than introducing new regulations. It integrates existing circulars into a unified framework covering:

  1. Guidelines for Investment Advisers - Core regulatory framework
  2. Conduct Strengthening Measures - Enhanced conduct standards for IAs
  3. Administration and Supervision - Framework for IA oversight by IAASB bodies
  4. Technology Requirements - Software as a Service (SaaS) advisory for financial sector
  5. Investor Protection - Complaint redressal mechanisms and investor charter
  6. Operational Procedures - Change in control approvals, advertisement codes, mutual fund facilitation

All previous individual circulars listed in the appendix stand rescinded while maintaining legal continuity for:

  • Actions taken under rescinded circulars
  • Pending applications before SEBI
  • Existing rights, obligations, liabilities
  • Ongoing investigations and legal proceedings
  • Penalties for past violations

Compliance Requirements

Applicable to:

  • All registered Investment Advisers
  • Investment Adviser Administration and Supervisory Body (IAASB)
  • Market stakeholders dealing with Investment Advisers

Required Actions:

  • Refer to this Master Circular as the single source of truth for all IA-related compliance
  • Ensure ongoing compliance with all sections outlined in the Table of Contents
  • Maintain adherence to conduct measures and strengthening provisions
  • Follow prescribed procedures for change in control requiring prior SEBI approval
  • Comply with advertisement code and brand name usage guidelines
  • Participate in SCORES and ODR platforms for investor complaint resolution
  • Implement technology advisory guidelines for SaaS solutions
  • Subscribe to updates as master circular may be periodically revised

Transition Provisions:

  • No new compliance deadlines specified as this consolidates existing requirements
  • All existing obligations under rescinded circulars continue to apply
  • Pending applications and proceedings continue under this master circular’s provisions

Important Dates

  • Circular Issue Date: February 06, 2026
  • Effective Date: February 06, 2026 (immediate effect)
  • Rescission of Previous Circulars: Upon issuance of this master circular

No future deadlines specified as this is a consolidation exercise.

Impact Assessment

Market Impact:

  • Simplifies regulatory navigation for Investment Advisers by providing single reference document
  • Enhances regulatory clarity and reduces compliance confusion
  • Strengthens investor confidence through consolidated oversight framework
  • No immediate market disruption expected as existing regulations continue

Operational Impact:

  • Investment Advisers must update compliance documentation and internal references to cite master circular
  • Training and awareness programs need updating to reflect consolidated framework
  • Legal and compliance teams gain efficiency through single-document reference
  • IAASB operations streamlined with consolidated supervisory guidelines

Regulatory Impact:

  • Establishes clear hierarchy of regulations for Investment Adviser ecosystem
  • Facilitates easier enforcement by consolidating scattered provisions
  • Provides foundation for future regulatory updates through master circular amendments
  • Strengthens SEBI’s oversight capability through unified framework

Stakeholder Impact:

  • Investment Advisers: Simplified compliance reference, clearer obligations
  • Investors: Enhanced protection through consolidated complaint redressal mechanisms
  • IAASB (BSE Limited): Defined administration and supervision framework
  • Market Participants: Improved transparency in IA regulatory landscape

Impact Justification

Master circular consolidating all Investment Adviser regulations into single document, affecting all registered Investment Advisers and IAASB with comprehensive compliance requirements