SEBI (Registrars to an Issue and Share Transfer Agents) Regulations
The rulebook every RTA is registered under. The 2025 regulations, the 1993 ones they replaced, and what changed between them.
Every RTA in India, whether it services companies or mutual funds, is registered with SEBI under one set of regulations. Since 15 December 2025 that set is the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 2025, notified as No. SEBI/LAD-NRO/GN/2025/288. They repealed the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, which had governed RTAs for over three decades.
Two dates matter to a Series II-B candidate. The December 2024 workbook teaches the 1993 regulations, because they were in force when it was written. The law today is the 2025 text. This page gives both and marks what changed.
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Which version will the exam test?
NISM sets questions from its current workbook. Until NISM revises the Series II-B workbook, expect the 1993 framework (Category I and II, ₹50 lakh and ₹25 lakh net worth). Check the workbook version on NISM's site when you book. For work and for interviews, use the 2025 regulations.
What the regulations define
- Registrar to an issue (1993 definition)
- Collects applications from investors in an issue, keeps a record of applications and money received, and helps the issuer decide the basis of allotment, finalise the allottee list and send allotment letters and refunds.
- Share transfer agent (1993 definition)
- Maintains the records of holders of a body corporate's securities and handles their transfer and redemption. A company's own in-house department doing this counts as one once the holders of its securities exceed one lakh.
- Registrar to an issue and share transfer agent (2025 definition)
- One combined role: a body corporate, or a division of one, appointed to act as intermediary in IPOs, follow-on offers, open offers, buy-backs, delistings and other corporate actions, and to maintain the records of holders of securities and handle all matters connected with transactions in them.
Key provisions of the 2025 regulations
| Topic | What the 2025 regulations say |
|---|---|
| Registration | No one may act as an RTA without a SEBI certificate. Only a body corporate can apply. |
| Validity | The certificate stays valid unless SEBI suspends or cancels it. Registrations under the 1993 regulations are deemed granted. |
| Net worth | At least ₹50 lakh (paid-up capital, free reserves and securities premium). Existing RTAs below it have 18 months to reach it. |
| Fees | ₹20,000 application fee, ₹6 lakh registration fee, then ₹2.7 lakh every three years from the sixth year. |
| Conflict | An RTA may not act for an issue by a company it is an associate of, for example where either holds 10% or more of the other's voting rights. |
| Records | Books of account, issue records and holder records kept for at least 8 years. |
| Compliance officer | Mandatory. Reports any non-compliance to SEBI immediately and independently. |
| Investor grievances | Redressed within 21 calendar days of receipt. The RTA must also follow SEBI's investor charter. |
| Disputes | Go to SEBI's mediation, conciliation and arbitration mechanism. |
| Fraud prevention | The CEO or MD owns internal controls; surveillance systems, an escalation process and a whistle blower policy are required. |
| Unlisted companies | Services to unlisted companies must sit in a separate business unit outside SEBI's jurisdiction, with a disclaimer. Work for mutual funds, AMCs, portfolio managers and AIFs stays under SEBI. |
| Code of conduct | Schedule III: integrity, due diligence, prompt grievance redress, no misleading information, conflict-of-interest disclosure, client confidentiality. |
| Default | Dealt with under the SEBI (Intermediaries) Regulations, 2008. |
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What changed from 1993
The rows where the workbook's account of the 1993 regulations and the 2025 text can be compared directly.
Categories
1993 regulations (as in the workbook)
Category I (both roles) or Category II (either role)
2025 regulations
One combined registration
Net worth
1993 regulations (as in the workbook)
₹50 lakh for Category I, ₹25 lakh for Category II
2025 regulations
₹50 lakh for every RTA
Who can register
1993 regulations (as in the workbook)
Body corporate, or a partnership or proprietorship (net worth defined for each)
2025 regulations
Body corporate only
Records
1993 regulations (as in the workbook)
8 years
2025 regulations
8 years (unchanged)
Compliance officer
1993 regulations (as in the workbook)
Required
2025 regulations
Required (unchanged)
| 1993 regulations (as in the workbook) | 2025 regulations | |
|---|---|---|
| Categories | Category I (both roles) or Category II (either role) | One combined registration |
| Net worth | ₹50 lakh for Category I, ₹25 lakh for Category II | ₹50 lakh for every RTA |
| Who can register | Body corporate, or a partnership or proprietorship (net worth defined for each) | Body corporate only |
| Records | 8 years | 8 years (unchanged) |
| Compliance officer | Required | Required (unchanged) |
What stays outside these regulations
The RTA regulations set who may be an RTA and how it must behave. The detailed mutual fund work, such as time stamping, cut-off times, turnaround times, KYC and payment checks, comes from SEBI's Master Circular for Mutual Funds and other circulars, which bind RTAs as agents of the AMCs. Extra rules for Qualified RTAs (those servicing more than 2 crore folios of listed companies), such as cyber security, systems audit and business continuity, also come from SEBI circulars, not from this regulation text.
SEBI RTA regulation questions
Which SEBI regulations govern RTAs now?expand_more
The SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 2025, notified on 15 December 2025. They repealed the 1993 regulations.
What is the net worth requirement for an RTA?expand_more
₹50 lakh under the 2025 regulations. Under the 1993 regulations it was ₹50 lakh for Category I and ₹25 lakh for Category II; existing RTAs have 18 months to reach the new floor.
How long must an RTA keep records?expand_more
At least 8 years, under both the 1993 and the 2025 regulations.
Do the 2025 regulations still have Category I and Category II?expand_more
No. There is one combined registration as a registrar to an issue and share transfer agent.
Is an RTA registration permanent?expand_more
It stays valid unless SEBI suspends or cancels it, provided the RTA keeps paying the fee due every three years from the sixth year.
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