Procedure for Registration of Registrar and Transfer Agents (RTA) with SEBI

Priya Gandhi

Priya Gandhi

Published on: Mar 27, 2026

Aakanksha Singhal

Updated on: Mar 27, 2026

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Registrar to an Issue and Share Transfer Agent (RTA) means a body corporate or a division or unit of such body corporate, appointed to carry out the following activities:

• For acting as an intermediary in connection with initial public offers, follow-on public offers, open offers, buy backs of securities, delisting offers, takeovers and such other issue or corporate action related activity as may be specified by the Board or stock exchanges or depositories
• For maintaining the records of holders of securities issued by such body corporate and to deal with all matters connected with transactions in such securities.

The registration process for RTA is governed by the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 2025.

Applicable Provisions

1. Regulation 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 of SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 2025
2. Para 1, 2 of Master Circular for Registrars to an Issue and Share Transfer Agents

Mandatory Requirements

1. Applicant shall:

   • Be a registered body corporate*
   • Have Minimum financial requirements of Rs. 50 lakh
   • Have Adequate office space, equipment, and technology
   • Have Sufficient staff employed to handle daily activities effectively
   • Have Previous experience in the relevant field of activities is required
   • Have Dedicated Compliance Officer
   • Have Audit Committee (or an equivalent body) to monitor operations
   • Meet the fit and proper person criteria (honesty, competence, and reliability)
2. No director, partner, or principal officer should have a conviction for economic offenses or crimes involving moral turpitude
3. There must be no ongoing proceedings with market regulators or enforcement agencies against the applicant or connected persons
4. No prior denial of registration by the Board (SEBI) should exist for the applicant or any connected person.

Note: An individual, HUF, or AOP cannot be a SEBI-registered RTA.

Procedure

1. Ensure Meeting Capital Adequacy and Net Worth Requirements:

   Applicant seeking registration as RTA, must ensure a minimum NW of Rs. 50 lakh, which must be maintained on an ongoing basis throughout the period of registration.

2. Filing of Application:

   Applicant must make an online application, to SEBI, in Form A (Application for Grant of Certificate of Registration), through SEBI Intermediary Portal, along with:

   • Supporting documents mentioned in the Schedule I, and
   • Prescribed non-refundable fee, as specified in Part A (Amount to be Paid as Fees) of the Schedule II, which must be paid using the method specified in Part B of the same Schedule.

   Note:

   • Weblink for making application: (https://siportal.sebi.gov.in)
   • User Manual for Registration is available at (https://siportal.sebi.gov.in/intermediary/index.html)
   • Applicants must pay the required fees via direct bank credit through the online SEBI Payment Gateway.
3. Regulatory Authority to Seek Clarifications:
   • SEBI can demand any additional information or clarification it deems necessary.
   • If requested by SEBI, the applicant (or its designated principal officer) must appear before the Board for a personal interview/representation.
   • SEBI can reject the application if it finds grounds to do so. However, the applicant will be given a fair chance to be heard before the rejection is finalized.
   • The rejection decision must be communicated to the applicant within 30 days.
4. Grant of Registration Certificate:
   • Once SEBI is satisfied the applicant is eligible, it will issue the Certificate of Registration in Form B.
   • The certificate is valid indefinitely unless it is later suspended or cancelled by SEBI.
5. Key Note Points for RTA:

   RTA shall:

   • Abide by the Code of Conduct as specified in Schedule III
   • Maintain and update the Register of Holders on behalf of the issuer company, ensuring an accurate and permanent record of all security holders (shares, bonds, etc.)
   • Process and finalize the Basis of Allotment in public issues (IPOs/FPOs) in a fair and transparent manner, as per the predefined regulatory guidelines
   • Handle dematerialization and rematerialization requests, acting as the vital link between the company, the investor, and the Depository Participants (NSDL/CDSL)
   • Manage corporate actions by ensuring the timely and accurate distribution of dividends, bonus shares, rights issues, and interest or redemption payments to eligible investors
   • Facilitate the transfer and transmission of securities, verifying all legal documents, signatures, and proofs before updating ownership records
   • Act as a primary interface for investor grievances, resolving queries related to non-receipt of dividends, share certificates, or annual reports within prescribed timelines
   • Maintain data integrity and security by preserving all books, records, and registers whether in physical or electronic form for a minimum period of eight years
   • Coordinate with Lead Managers and BTIs during a public issue to reconcile application data with actual fund realization for a smooth listing process
   • Segregate unlisted business activities by creating a separate business unit for services provided to unlisted companies, as these activities fall outside SEBI’s regulatory jurisdiction
   • Issue mandatory disclaimers to all unlisted clients, clearly stating that the services provided to them are not governed or monitored by the Board (SEBI)
   • Remain under SEBI’s purview for specialized funds, ensuring that services provided to Mutual Funds, AMCs, PMS, and AIFs always comply with SEBI regulations, regardless of their listing status.

Abbreviations Used

• SEBI: Securities and Exchange Board of India
• RTA: Registrar to an Issue and Share Transfer Agent
• NW: Net Worth
• BTI: Banker to an Issue
• NSDL: National Securities Depository Limited
• CDSL: Central Depository Services (India) Limited
• IPOs: Initial Public Offerings
• FPOs: Follow-on Public Offerings
• AMCs: Asset Management Companies
• PMS: Portfolio Management Services
• AIFs: Alternative Investment Funds
• HUF: Hindu Undivided Families
• AOP: Association of Persons

Important Links

• https://www.sebi.gov.in/index.html
• https://siportal.sebi.gov.in/intermediary/index.html