SEBI notifies procedure for seeking prior approval for change in control.


The Securities and Exchange Board of India on 28th November 2022, has directed the share transfer agents (RTA) and KYC registration agencies (KRA) to make an online application to SEBI for prior approval through the SEBI Intermediary Portal (‘SI Portal’) (

To streamline the process of providing approval to the proposed change in control of stock broker/clearing member, depository participant, investment adviser, research analyst or research entity, registrar to an issue and share transfer agent and KRA it has been decided as under:

The online application in SI portal shall be accompanied by the following information/declaration/undertaking about itself, the acquirer(s)/the person(s) who shall have the control and the directors/partners of the acquirer(s)/ the person(s) who shall have the control:

  • Current and proposed shareholding pattern of the applicant
  • Whether any application was made in the past to SEBI seeking registration in any capacity but was not granted? If yes, details thereof.
  • Whether any action has been initiated / taken under Securities Contracts (Regulation) Act, 1956 (SCRA)/Securities and Exchange Board of India Act, 1992 (SEBI Act) or rules and regulations made thereunder? If yes, the status thereof along with the corrective action taken to avoid such violations in the future. The acquirer/ the person who shall have the control shall also confirm that it shall honour all past liabilities / obligations of the applicant, if any.
  • Whether any investor complaint is pending? If yes, steps taken and confirmation that the acquirer/ the person who shall have the control shall resolve the same.
  • Details of litigation(s), if any.
  • Confirmation that all the fees due to SEBI have been paid.

The prior approval granted by SEBI shall be valid for a period of six months from the date of such approval within which the applicant shall file application for fresh registration pursuant to change in control.

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