Master Circular for Framework on Social Stock Exchange (SSE)

HO/49/14/14(6)2025-CFD-PoD1/I/2771/2026 · 2026-01-19 · SEBI Corporation Finance Department

Summary

This section introduces the Master Circular consolidating SEBI's framework for Social Stock Exchange (SSE) and rescinds prior circulars while preserving past actions. It establishes the legal basis under Section 11(1) of the SEBI Act and provides a table of contents outlining the regulatory structure. The text begins Chapter I by defining the minimum eligibility criteria for Not for Profit Organizations seeking SSE registration. This section outlines the eligibility criteria for Non-Profit Organizations (NPOs) seeking registration, including permissible legal structures such as trusts, societies, and Section 8 companies. It mandates specific disclosures regarding Income Tax Act compliance, pending regulatory notices, and financial thresholds for annual spending and funding. The Stock Exchanges are granted the authority to refuse registration if applicants face grave scrutiny or penalties under relevant laws. Section 1.2 outlines the procedural requirements for Non-Profit Organizations to obtain in-principle approval and file fund-raising documents with the Social Stock Exchange. Section 1.3 mandates that these documents contain all material disclosures as specified by the Board or

Text

In order to enable the stakeholders to have access to all applicable circulars in the subject matter at one place, this Master Circular is issued, which is a compilation of all the circulars issued with respect to Social Stock Exchange.

With the issuance of this Master Circular, all directions/instructions contained in the circulars listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate to the framework for Social Stock Exchange.

anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular;

any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular;

the previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall not be affected by such rescission and shall be enforceable as if the rescinded circulars had continued to be in force.

This Master Circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992, to protect the interests of investors in securities and to promote the development of, and to regulate, the securities market.

An NPO desirous of registration on SSE, in terms of Regulation 292F (1) of ICDR Regulations, shall fulfil the following criteria: Broad Parameter Indicator Details [Entity is registered Registration certificate valid at least for next 12 months at the time seeking registration with SSE Legal Requirements Entities must be registered in India as one of the below: a) a charitable trust registered under the Indian Trusts Act, 1882 b) a charitable trust registered under the public trust statute of the relevant State; c) a Trust registered under the Indian Registration Act, 1908 (16 of 1908) with the relevant Sub-Registrar in those States that have not enacted the law

a charitable society registered under the Societies Registration Act, 1860; a charitable society registered under the Societies Registration Act of the relevant State; a company registered under section 8 of the Companies Act, 2013 including a company registered under section 25 of the repealed Companies Act, 1956.

Registration Certificate valid at least for next 12 months at the time of seeking registration with a) a charitable trust registered under the public trust statute of the relevant State; b) a charitable trust registered under the Societies Registration Act, 1860; c) a charitable trust registered under the Indian Trust Act, 1882; d) a company incorporated under Section 8 of the Companies Act, 2013.

under section 12A/ 12AA/ 12AB/ 10(23C)/ 10(46) to be valid for at least the next 12 months.

Details regarding pending notices or scrutiny cases from all regulatory and statutory authority shall be disclosed at the time of making the application for the registration.

Fines or penalties if imposed shall be disclosed as paid or appealed within 7 days.

Source: SecMarx — Master Circular for Framework on Social Stock Exchange (SSE). Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.