Description

SEBI consolidates and amends regulatory provisions for registration of Registrars to an Issue and Share Transfer Agents, defining their obligations and responsibilities.

Summary

SEBI has notified the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 2025, published in the Official Gazette on December 15, 2025. These regulations consolidate and amend the regulatory provisions related to registration of Registrars to an Issue and Share Transfer Agents (RTAs), define their duties and responsibilities, and establish a comprehensive framework for their operations. The regulations come into force from the date of publication in the Official Gazette.

Key Points

  • Regulations issued under Section 30(1) read with Section 11(2) of SEBI Act, 1992
  • Short title: Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 2025
  • Effective date: December 15, 2025 (date of gazette publication)
  • Consolidates regulatory provisions for registration and operation of RTAs
  • Defines activities that Registrars to an Issue and Share Transfer Agents can undertake
  • Establishes definitions for key terms including “control”, “certificate”, “inspection authority”, and “principal officer”
  • Covers both listed and unlisted company contexts with different control definitions
  • References related regulations including SEBI (Merchant Bankers) Regulations, 1992

Regulatory Changes

This notification represents a consolidation and modernization of the regulatory framework for Registrars to an Issue and Share Transfer Agents. Key aspects include:

  • Unified Framework: Consolidates existing regulatory provisions into a single comprehensive regulation
  • Scope of Activities: Clearly defines the activities that RTAs can perform, including handling IPOs, Follow-on Public Offers (FPOs), open offers, and other securities issuance activities
  • Control Definition: Provides distinct definitions of “change in control” for listed companies (referencing SEBI takeover regulations) versus unlisted companies (referencing Companies Act, 2013)
  • Principal Officer: Mandates designation of principal officers who are partners, managers, directors, or persons connected with management
  • Inspection Powers: Establishes framework for inspection authority to be appointed by SEBI

Compliance Requirements

  • Registration: RTAs must obtain registration certificate from SEBI under these regulations
  • Form Submission: Applications must be submitted in prescribed format as per Schedule-I
  • Principal Officer Designation: Must designate and notify SEBI of principal officers responsible for operations
  • Control Change Notification: Any change in control must be reported and managed according to applicable definitions
  • Activity Compliance: All activities must be within the scope defined in Regulation 2(1)(kh)
  • Record Maintenance: Must maintain records as per regulatory requirements for IPOs, FPOs, open offers, and other corporate actions

Important Dates

  • Notification Date: December 15, 2025
  • Effective Date: December 15, 2025 (from date of gazette publication)
  • Gazette Publication: The Gazette of India Extraordinary, Part III, Section 4, dated December 15, 2025
  • Notification Numbers: SEBI/LAD-NRO/GN/2025/288; CG-MH-E-16122025-268549

Impact Assessment

Market Intermediaries: High impact on existing and prospective RTAs who must ensure compliance with consolidated regulations. All registered RTAs must review their operations, governance structures, and control frameworks to align with the new regulations.

Issuers: Companies utilizing RTA services for public offerings, rights issues, buybacks, and ongoing share transfer activities will benefit from enhanced regulatory clarity and standardized service expectations.

Investors: Improved regulatory framework enhances investor protection through clearer accountability and operational standards for entities handling investor records, securities transfers, and corporate action processing.

Operational Impact: RTAs must review and potentially restructure their compliance frameworks, internal controls, and reporting mechanisms to align with the consolidated regulations. The distinct treatment of listed versus unlisted companies in control definitions requires careful implementation.

Legal Impact: This regulation supersedes previous circulars and notifications related to RTA registration and operations, providing a single authoritative source for regulatory requirements.

Impact Justification

New consolidated regulations governing Registrars to an Issue and Share Transfer Agents, establishing comprehensive regulatory framework for key market intermediaries handling investor records and securities transfers