Description

Amendment to SEBI LODR Regulations standardizing terminology from 'Share Transfer Agent' to 'Registrar to an Issue and Share Transfer Agent' across all provisions.

Summary

SEBI has issued the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2025, effective from the date of publication in the Official Gazette (December 15, 2025). This amendment primarily standardizes terminology across the LODR Regulations by replacing references to “Share Transfer Agent” with “Registrar to an Issue and Share Transfer Agent” throughout various regulations and schedules.

Key Points

  • Notification Number: SEBI/LAD-NRO/GN/2025/289
  • Published in the Official Gazette on December 15, 2025
  • Effective date: Date of publication in the Gazette (December 15, 2025)
  • The amendment updates terminology across Regulation 7 and Schedules I, II, III, VI, and VII
  • No substantive changes to requirements or obligations - purely nomenclature standardization
  • Powers exercised under Sections 11, 11A(2), and 30 of SEBI Act, 1992 read with Section 31 of Securities Contracts (Regulation) Act, 1956

Regulatory Changes

Regulation 7 Amendments

Title Change: Updated from “Share Transfer Agent” to “Registrar to an Issue and Share Transfer Agent”

Sub-regulation (1): Term “Share Transfer Agent” replaced with “Registrar to an Issue and Share Transfer Agent”

Proviso to Sub-regulation (1): Updated reference from “registered as Category II Share Transfer Agent or SEBI registered issuing Registrar and Share Transfer Agent” to “registered as Registrar to an Issue and Share Transfer Agent or SEBI registered Registrar to an Issue and Share Transfer Agent”

Sub-regulation (4): All instances of “Share Transfer Agent” replaced with “Registrar to an Issue and Share Transfer Agent”

Schedule Amendments

Schedule I:

  • Clause (1): “Issuing Registrar and/or Share Transfer Agent” replaced with “Registrar to an Issue and Share Transfer Agent”
  • Clause (2): “Share Transfer Agent” replaced with “Registrar to an Issue and Share Transfer Agent”

Schedule II, Part D, Para B, Sub-para (3): “Registrar and Share Transfer Agent” replaced with “Registrar to an Issue and Share Transfer Agent”

Schedule III:

  • Part A, Para A, Sub-para (8): “Share Transfer Agent” replaced with “Registrar to an Issue and Share Transfer Agent”
  • Part B, Para A, Sub-para (28): “Registrar and Share Transfer Agent (Transfer Agent)” replaced with “Registrar to an Issue and Share Transfer Agent”
  • Part C, Para A, Sub-para (4), Clause (e): “Issuing Registrar and/or Share Transfer Agent” replaced with “Registrar to an Issue and Share Transfer Agent”

Schedule VI, Para A: “Share Transfer Agent” replaced with “Registrar to an Issue and Share Transfer Agent”

Schedule VII, Para C, Sub-para (2), Clause (f), Sub-clause (ii): “Share Transfer Agent” replaced with “Registrar to an Issue and Share Transfer Agent”

Compliance Requirements

  • Listed entities: Update internal documentation and references to align with the new terminology
  • Registrar and Transfer Agents: Recognize the standardized nomenclature in all communications and compliance submissions
  • Market participants: Update systems and processes to reflect the updated terminology
  • No change in registration requirements or operational obligations for RTAs
  • Existing registrations as “Share Transfer Agent” remain valid under the new nomenclature

Important Dates

  • Notification Date: December 15, 2025
  • Effective Date: December 15, 2025 (date of publication in the Official Gazette)
  • Immediate Implementation: The terminology changes are effective immediately

Impact Assessment

Operational Impact: Minimal - This is a nomenclature standardization exercise with no substantive changes to regulatory obligations, operational procedures, or compliance requirements.

Market Impact: Negligible - No impact on trading, listing processes, or market operations. The amendment does not alter the roles, responsibilities, or registration requirements for RTAs.

Compliance Impact: Low - Entities need to update documentation and references to use the standardized terminology “Registrar to an Issue and Share Transfer Agent” instead of various existing terms like “Share Transfer Agent,” “Issuing Registrar,” or combinations thereof.

Stakeholder Impact:

  • Listed companies: Update disclosures and internal references
  • RTAs: Recognize standardized nomenclature in official communications
  • Investors: No direct impact
  • Regulators: Improved consistency in regulatory framework

This amendment represents SEBI’s ongoing effort to streamline and standardize terminology across its regulatory framework, making the regulations more consistent and easier to interpret.

Impact Justification

Technical amendment standardizing nomenclature without changing substantive requirements or operational procedures