SEBI Issues Master Circular to Streamline RTA Registration | Reporting | Disclosures

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  • Last Updated on 9 February, 2026

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SEBI Master Circular for RTAs

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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Author: Taxmann

Taxmann Publications has a dedicated in-house Research & Editorial Team. This team consists of a team of Chartered Accountants, Company Secretaries, and Lawyers. This team works under the guidance and supervision of editor-in-chief Mr Rakesh Bhargava.

The Research and Editorial Team is responsible for developing reliable and accurate content for the readers. The team follows the six-sigma approach to achieve the benchmark of zero error in its publications and research platforms. The team ensures that the following publication guidelines are thoroughly followed while developing the content:

  • The statutory material is obtained only from the authorized and reliable sources
  • All the latest developments in the judicial and legislative fields are covered
  • Prepare the analytical write-ups on current, controversial, and important issues to help the readers to understand the concept and its implications
  • Every content published by Taxmann is complete, accurate and lucid
  • All evidence-based statements are supported with proper reference to Section, Circular No., Notification No. or citations
  • The golden rules of grammar, style and consistency are thoroughly followed
  • Font and size that's easy to read and remain consistent across all imprint and digital publications are applied