Master Circular for Registrars to an Issue and Share Transfer Agents
Summary
This part introduces the Master Circular for Registrars to an Issue and Share Transfer Agents (RTAs) issued by SEBI on June 23, 2025. It supersedes the previous Master Circular dated May 07, 2024, and rescinds specific earlier circulars listed in the Appendix. The document includes a Table of Contents outlining fifty-one regulatory subjects ranging from registration matters to investor grievance redressal. This section outlines the conditions under which separate entities within the same group may obtain independent registration from SEBI. It mandates that Registrars to an Issue and Share Transfer Agents must utilize the online SEBI Intermediary Portal for all applications and correspondence. Furthermore, it establishes general compliance instructions, including the requirement for valid agreements with issuers and the maintenance of specific records. This section mandates specific record-keeping and operational standards for Registrar and Share Transfer Agents (RTAs). It outlines mandatory obligations regarding the dispatch of allotment advice and handling of securities transfers. Additionally, it prescribes application procedures for registration or renewal as an RTA under SEBI r
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In order to enable the users to have access to the applicable circulars at one place, this Master Circular in respect of RTA is being issued.
the instant Master Circular has been prepared which supersedes the Master Circular for RTAs dated May 07, 2024 and the subsequent circulars on the subject.
anything done or any action taken or purported to have been done or taken including registration or approval granted... shall be deemed to have been done or taken under the corresponding provisions of this Master Circular
any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular
the previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired... shall remain unaffected as if the rescinded circulars have never been rescinded
This circular is issued in exercise of the powers conferred by Section 11 (1) of Securities and Exchange Board of India Act, 1992 to protect the interest of investors in securities and to promote the development of, and to regulate, the securities market.
The Board may consider grant of certificate to an applicant, notwithstanding that another entity in the same group has been previously granted registration by the Board, if the following conditions are fulfilled: The entities are incorporated as separate legal entities; The entities have independent Board of Directors... There is absolute arm’s length relationship... key personnel and infrastructure are independently available... Each entity has independent regulatory controls...
An RTA shall submit application for registration/surrender/cancellation, submission of periodical reports, requests for change of name/address/ other details, etc. only in online mode on the SEBI Intermediary Portal...
RTA will be separately required to submit relevant documents viz. declarations/ undertakings required as a part of application forms prescribed in relevant regulations, in physical form, only for records without impacting the online processing of applications for registration.
With the passing of the Securities and Exchange Board of India Act, 1992... no person shall act either as a Registrar to an Issue (RTI) and/or Share Transfer Agent (STA) unless he is registered with SEBI under Section 12 of the Act.
The Registration granted pursuant to Chapter II of the Regulations will be for the principal as well as for all the branch offices in India of the RTI, declared in its application for registration.
The Registration number contained in the certificate of registration should be quoted in all the correspondence with SEBI, Government authorities, Stock Exchanges and its clients.
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Source: SecMarx — Master Circular for Registrars to an Issue and Share Transfer Agents. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.