Securities and Exchange Board of India (Investment Advisers) Regulations, 2013

LAD-NRO/GN/2012-13/31/1778 · 2025-11-25 · Securities and Exchange Board of India

Summary

This part comprises Chapter I Preliminary of the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013 as amended up to November 25, 2025, made under Section 30 read with Section 11 of the SEBI Act, 1992. Regulation 1 provides the short title and that the regulations come into force on the ninetieth day from publication in the Official Gazette. Regulation 2 defines key terms including Act, Board, investment adviser, investment advice, assets under advice, change in control, consideration, financial planning and part-time investment adviser, with provisos excluding widely available public media advice and trading calls from investment advice. This part defines 'persons associated with investment advice', 'principal officer', 'research analyst' and 'trading calls' and provides that undefined terms shall have meanings assigned in the Act, Securities Contracts (Regulation) Act, 1956, Companies Act, 2013 or rules or regulations thereunder. It prohibits any person from acting or holding out as an investment adviser without a Board certificate, prescribes application in Form A with non-refundable fee, treats pre-commencement applications as made under regulation 3

Text

These regulations may be called the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013.

These regulations shall come into force on the ninetieth day from the date of their publication in the Official Gazette.

In these regulations, unless the context otherwise requires, the terms defined herein shall bear the meanings assigned to them below, and their cognate expressions shall be construed accordingly,

“Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992)

“accreditation agency” shall have the same meaning as assigned to it in clause (aa) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012

“accredited investor” shall have the same meaning as assigned to it under clause (ab) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012

“assets under advice” shall mean the aggregate net asset value of securities for which the investment adviser has rendered investment advice irrespective of whether the implementation services are provided by investment adviser or concluded by the client directly or through other service providers

“Board” means the Securities and Exchange Board of India established under section 3 of the Act

“body corporate” shall have the meaning assigned to it in or under sub-section (11) of section 2 of the Companies Act, 2013 (18 of 2013)

“certificate” means a certificate of registration granted under these regulations

“Change in control” – (i) in case of a body corporate – (A) if its shares are listed on any recognised stock exchange, shall be construed with reference to the definition of control in terms of regulations framed under clause (h) of sub-section (2) of section 11 of the Act; (B) if its shares are not listed on any recognised stock exchange, shall be construed with reference to the definition of control as provided in sub-section (27) of Section 2 of the Companies Act, 2013 (18 of 2013); (ii) in a case other than that of a body corporate, shall be construed as any change in its legal formation or ownership or change in controlling interest. Explanation – For the purpose of sub-clause (ii), the expression “controlling interest” means an interest, direct or indirect, to the extent of not less than fifty percent of voting rights or interest

“consideration” means any form of economic benefit including non-cash benefit, received or receivable for providing investment advice

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Source: SecMarx — Securities and Exchange Board of India (Investment Advisers) Regulations, 2013. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.