Procedure for Registration of Debenture Trustee with SEBI

Priya Gandhi

Priya Gandhi

Published on: Apr 7, 2026

Aakanksha Singhal

Updated on: Apr 7, 2026

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To operate as a Debenture Trustee (DT) in the Indian securities market, an entity must obtain a Certificate of Registration from the Securities and Exchange Board of India (SEBI).

Applicable Provisions

1. Regulation 3, 4, 5, 6, 6A, 7, 7A, 9A of SEBI (Debenture Trustees) Regulations, 1993
2. Para 1 of Master Circular for Debenture Trustees

Mandatory Requirements

Applicant shall:

1. Have necessary office, equipment, and staff to operate effectively
2. Have past experience or employ at least two experienced professionals
3. Have employ at least one person with a recognized professional legal qualification
4. Have maintain a net worth of at least Rs. 10 crore
5. Be judged as a “Fit and Proper Person” with a clean record (no prior denial of registration, no convictions for moral turpitude or economic offenses by directors/officers).
6. Be one of the following regulated and trustworthy organizations:
   • Scheduled Bank (Engaged in commercial activity)
   • Public Financial Institution (As defined in the Companies Act)
   • Insurance Company
   • Qualified Body Corporate (A registered company that meets SEBI’s standards).

Procedure

1. Filing of Application:
   • The application must be made using Form A (Application for Grant of Certificate of Registration) of the First Schedule to SEBI along with the supporting documents, at the weblink: https://siportal.sebi.gov.in/intermediary/index.html, and must be accompanied by the prescribed non-refundable fee.
   • The amount of the fee is specified in Form A (Amount to be Paid as Fees) of the Second Schedule and must be paid using the method specified in Part B of the Second Schedule.
   • User Manual for Registration is available at https://siportal.sebi.gov.in/intermediary/index.html.
2. Regulatory Authority to Seek Clarifications:
   • Board (SEBI) has the right to ask the applicant to provide extra information or clarification about anything related to the Debenture Trustee’s activities while reviewing the application.
   • The applicant or their representative must attend a meeting with SEBI (if requested) for a personal discussion about the certificate.
   • An application will be rejected if it is incomplete or fails to follow the form’s instructions.
3. Grant of Debenture Trustees Registration Certificate:
   • After reviewing the application and finding the applicant eligible (based on regulations), SEBI will send an official notice (intimation) of its satisfaction.
   • Upon receiving SEBI’s notice, the applicant must pay the prescribed registration fee.
   • Once the fee is paid, SEBI will issue the final Certificate of Registration in Form B.
4. Key Conditions for Debenture Trustees:

   Debenture Trustee shall:

   • Abide by the Code of Conduct as specified in Schedule III
   • Oversee and maintain charge over assets or collateral created in favor of debenture holders, ensuring proper registration and perfection of such security
   • Monitor application of funds raised through debenture issuance, ensuring they are used strictly for the purposes specified in the offer document
   • Review and verify issuer’s periodic financial and operational reports and communicate relevant information to debenture holders as per regulatory requirements.

Important Links:

• https://www.sebi.gov.in/web/?file=https://www.sebi.gov.in/sebi_data/attachdocs/nov-2025/1763961352516.pdf#page=1&zoom=page-width,-15,842
• https://siportal.sebi.gov.in/intermediary/index.html