Description

Consolidated master circular incorporating all applicable SEBI circulars and guidelines for Investment Advisers, rescinding previous individual circulars while maintaining their legal effect.

Summary

SEBI has issued a comprehensive Master Circular consolidating all applicable regulations, guidelines, and directives for Investment Advisers. This circular replaces and rescinds all previous individual circulars listed in its appendix while preserving their legal effect for past actions and ongoing proceedings. The master circular covers six major areas: guidelines for Investment Advisers, conduct strengthening measures, administration and supervision framework, technology requirements, investor complaint redressal, and miscellaneous provisions including change in control procedures and advertisement codes.

Key Points

  • Consolidates all SEBI circulars related to Investment Advisers into single 99-page master document
  • Rescinds all previous circulars listed in the appendix while maintaining legal continuity
  • Previous actions, pending applications, rights, obligations, and proceedings under rescinded circulars remain valid
  • Covers framework for Investment Adviser Administration and Supervisory Body (IAASB)
  • Recognizes BSE Limited as RAASB and IAASB
  • Includes guidelines for SaaS-based solutions for financial sector organizations
  • Mandates investor grievance redressal through SCORES and ODR platforms
  • Establishes investor charter for Investment Advisers
  • Sets procedures for change in control approvals and shareholding transfers
  • Defines advertisement code and brand name usage requirements
  • Addresses mutual fund transaction facilitation through stock exchanges

Regulatory Changes

  • Consolidation Approach: Single master circular replaces multiple individual circulars, simplifying regulatory reference framework
  • Legal Continuity: All actions taken under previous circulars deemed valid under corresponding provisions of master circular
  • Accessibility: Master circular available on SEBI website under “Legal > Master Circulars” path
  • Scope of Rescission: Previous circulars rescinded only to extent they relate to Investment Advisers
  • Pending Matters: Applications pending under rescinded circulars automatically transfer to master circular framework
  • Enforcement: Penalties and investigations under previous circulars remain enforceable as if original circulars continued

Compliance Requirements

  • Applicable Entities: All registered Investment Advisers and IAASB must comply with consolidated requirements
  • Conduct Standards: Investment Advisers must follow strengthened conduct measures outlined in Section II
  • Technology Compliance: Organizations must adhere to SaaS solution advisory guidelines
  • Grievance Redressal: Mandatory participation in SCORES and ODR platforms for investor complaints
  • Prior Approvals: Must obtain SEBI approval for change in control situations
  • Shareholding Transfers: Specific procedures required for transfers among immediate relatives and transmission cases
  • Advertisement Standards: Must comply with advertisement code and brand/trade name usage guidelines
  • Investor Charter: Implementation of investor charter provisions mandatory
  • Administration Framework: Compliance with IAASB supervision and administration requirements
  • Documentation: Maintain records showing compliance with all six major areas covered in master circular

Important Dates

  • Issuance Date: February 06, 2026
  • Effective Date: Immediate upon issuance
  • Rescission Effect: All appendix circulars rescinded from February 06, 2026

Impact Assessment

  • Regulatory Impact: Streamlines regulatory framework by consolidating scattered directives into single authoritative document, reducing compliance complexity for Investment Advisers
  • Operational Impact: Investment Advisers must review entire 99-page master circular to ensure compliance with all consolidated provisions; may require policy and procedure updates
  • Legal Impact: Provides legal certainty by explicitly preserving validity of past actions while establishing clear current framework; ongoing litigation and investigations continue under new framework
  • Industry Impact: Affects all registered Investment Advisers and IAASB; BSE Limited’s recognition as IAASB continues under new framework
  • Investor Protection: Strengthens investor protection through consolidated conduct measures, grievance redressal mechanisms, and investor charter provisions
  • Administrative Efficiency: Single reference document reduces time spent searching multiple circulars; facilitates easier regulatory compliance monitoring
  • Market Stability: No disruption expected as legal continuity preserved; transition seamless for compliant entities

Impact Justification

Master circular consolidates all Investment Adviser regulations into single comprehensive document, affecting all registered Investment Advisers and their supervisory bodies. Rescinds multiple previous circulars while maintaining legal continuity.