IRDAI Amends Insurer Registration, Share Transfer and Amalgamation Regulations, 2026

By Editor Corporate Law Notifications/Circulars August 1, 2026

SEO Title: IRDAI Amends Insurer Registration, Share Transfer and Amalgamation Regulations, 2026

The Regulatory Update relates to the Insurance Regulatory and Development Authority of India (Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers) (Amendment) Regulations, 2026, notified on 30 July 2026, which amend the 2024 Regulations and come into force on publication in the Official Gazette. The amendments revise definitions relating to investors, holding companies, transacting entities, transferee insurers and transferor entities; permit certain entities incorporated in Financial Action Task Force compliant jurisdictions; introduce provisions regarding fresh issue of equity shares; add a class of insurance business that may be notified by the Central Government; prescribe procedures, schedules and a non-refundable application fee of ₹10,000 for NOC applications; modify lock-in relaxation conditions; revise requirements for Special Purpose Vehicles, foreign investment compliance, and prior approval for transfer of shares; reduce a fee under Regulation 22 from ₹50 lakh to ₹10 lakh; insert Regulation 30A governing amalgamation or transfer of non-insurance business with insurance business; prescribe a ₹10 lakh processing fee for in-principle approval applications; introduce provisions on the name of insurers; substitute the “Fit and Proper” criteria in Schedule 4; and make other consequential amendments to the principal regulations.

INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA

NOTIFICATION

Hyderabad, the 30th July, 2026

Insurance Regulatory and Development Authority of India (Registration, Capital Structure, Transfer of
Shares and Amalgamation of Insurers) (Amendment) Regulations, 2026

F. No. IRDAI/Reg/ 9/223/2026.— In exercise of the powers conferred by section 2C, section 3, section 3A, section 6A, section 35, section 37, sub-section (4A) of section 37A and section 114A of the Insurance Act, 1938 and section 14 and section 26 of the Insurance Regulatory and Development Authority Act 1999, the Authority, in consultation with Insurance Advisory Committee, hereby makes the following amendments to Insurance Regulatory and Development Authority of India (Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers) Regulations, 2024, namely: –

CHAPTER I- PRELIMINARY

1. Short Title and Commencement

(1) Short Title: These regulations may be called the Insurance Regulatory and Development Authority of India (Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers) (Amendment) Regulations, 2026.

(2) Commencement: These regulations shall come into force on the date of their publication in the Official Gazette.

CHAPTER II – AMENDMENT TO INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA (REGISTRATION, CAPITAL STRUCTURE, TRANSFER OF SHARES AND AMALGAMATION OF INSURERS) REGULATIONS, 2024

2. In sub-clause (j) of clause (1) of regulation 3 of Insurance Regulatory and Development Authority of India (Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers) Regulations, 2024 (hereafter referred to as the principal regulations), for the words “excluding individuals”, the words “incorporated in any Financial Action Task Force compliant jurisdiction” shall be substituted.

3. In sub-clause (l) of clause (1) of regulation 3 of the principal regulations:

(1) After the words and hyphen “means -”, the words and colon “any of the following, which meets one or more of the conditions in clause (69) of Section 2 of Companies Act, 2013:” shall be inserted.

(2) Para (iii) shall be substituted as under:

“(iii) a Core Investment Company registered with Reserve Bank of India under Reserve Bank of India (Core Investment Companies) Directions, 2025, as amended from time to time.”

(3) After para (viii), the words “which meets one or more of the conditions in clause (69) of Section 2 of Companies Act, 2013” shall be omitted.

4. In sub-clause (aa) of clause (1) of regulation 3 of the principal regulations, after the numbers “2008”, the words “or a body corporate incorporated in any Financial Action Task Force compliant jurisdiction” shall be inserted.

5. For sub-clause (cc) of clause (1) of regulation 3 of the principal regulations, following clause shall be substituted, namely:

“(cc) “Transacting entities”, for the purpose of Chapter VI, means entities involved in the amalgamation or transfer as per scheme filed with the Authority under section 35 of the Act.”

6. For sub-clause (dd) of clause (1) of regulation 3 of the principal regulations, following clause shall be substituted, namely:

“(dd) “Transferee insurer” means:

i. For the purpose of Chapter VI, the resulting entity after completion of transfer or amalgamation and carrying on insurance business.

For the purpose of Chapter VII, the insurer with whom the original insurer is amalgamated in accordance with the scheme of amalgamation.”

7. For sub-clause (ee) of clause (1) of regulation 3 of the principal regulations, following clause shall be substituted, namely:

“(ee) “Transferor entity”, for the purpose of Chapter VI, means an entity that is seeking to transfer its business or amalgamate with another entity in accordance with a scheme prepared under section 35 of the Act.”

8. Following explanation shall be inserted in sub-clause (ff) of clause (1) of regulation 3 of the principal regulations, namely:

“Explanation: In case of fresh issuance of equity shares by any insurer, decrease in shareholding of any shareholder pursuant to non-subscription on pro-rata basis, shall be also treated as shares intended to be transferred.”

9. After clause (4) of regulation 4 of the principal regulations, the following clause shall be inserted, namely:

“(5) Such other class of insurance business as may be notified by the Central Government in consultation with the Authority from time to time.”

10. Sub-clause (b) of clause (1) of regulation 6 of the principal regulations shall be substituted as under: “(b) The applicant shall make application for issuance of NOC in the specified format.

(ba) Every application in the specified format shall be accompanied by proof in support of payment of nonrefundable fee of rupees ten thousand along with applicable taxes towards processing of the said application through any of the recognised modes of electronic fund transfer.

(bb) The Competent Authority, after examining the matters considered relevant and upon satisfaction, shall issue the NOC subject to the conditions as may be specified in the said issuance letter.”

11. In sub-clause (c) of clause (1) of regulation 6 of the principal regulations, the word “specified” shall be omitted, and after the words and number “Form IRDAI/R1”, the words “as per Schedule 1” shall be inserted.

12. In sub-clause (a) of clause (3) of regulation 6 of the principal regulations, the word “the specified format” shall be substituted with “Schedule 2”.

13. Para (iii) and (v) of sub-clause (a) of clause (3) of regulation 6 shall be omitted.

14. In clause (4) of regulation 6 of the principal regulations, after the word and number “Form IRDAI/R3”, the words “as per Schedule 3” shall be inserted.

15. In the table in clause (2) of regulation 8 of the principal regulations, in particulars column for serial number 5, after the words and figures “Investment after 15 years post grant of R3”, the words and colon “: In case of change in shareholding pattern” shall be inserted.

16. First proviso of clause (2) of regulation 8 of the principal regulations shall be substituted as under: “Provided that the Competent Authority may relax the lock-in period in following circumstances:

a. To enable the insurer to list its shares on the stock exchange(s) in India; or

b. Under circumstances of distressed financial position of any insurer or its shareholder(s); or

c. Amalgamation or reorganization pursuant to change in applicable law of any insurer or its shareholder(s).”

17. In clause (1) of regulation 9 of the principal regulations, the word and number “Schedule 1” shall be substituted with the word and number “Schedule 4”.

18. In regulation 10 of the principal regulations, for the words “In case the applicant is promoted by a Special Purpose Vehicle (SPV), the following conditions shall be complied with”, the words “A Special Purpose Vehicle may be promoter of an applicant, upon satisfaction of the Authority, subject to the following conditions” shall be substituted.

19. Clause (6) of regulation 10 of the principal regulations shall be omitted.

20.3 Clause (3) of regulation 12 of the principal regulations shall be substituted as under:

“(3) Till the time of commencement of insurance business:

a. The equity shares of the Applicant and SPV shall be issued at its face value;

b. The infusion of funds in the Applicant and SPV, by its shareholders, shall be commensurate with the percentage of their equity stake in the Applicant and SPV:

Provided that equity shares of insurer or SPV may be issued at premium, after the commencement of business, subject to the prior-approval of the Authority in accordance with section 6A of the Act read with Regulation 21 of these Regulations.”

21. After clause (3) of regulation 17 of the principal regulations, the following clause shall be inserted:

“(4) In case of investment by Foreign Investors or Foreign Promoter, compliance of Indian Insurance Companies (Foreign Investment) Rules, 2015 shall be adhered to.”

22. For regulation 21 of the principal regulations, the following shall be substituted, namely:

“21 Requirement of Prior-Approval for transfer of shares:

No registration of transfer of shares or issue of equity capital of an insurer shall be made without prior-approval of the Authority in any of following cases:

(1) On the basis of equity holding of the transferee:

a. Where the total paid-up equity capital holding of transferee before the transfer is five percent or less, and after the transfer, total paid-up equity holding of transferee is likely to exceed five percent of the paid-up equity capital of the insurer.

b. Where the total paid-up equity capital holding of transferee before the transfer is more than five percent, and after the transfer:

i. Total paid-up equity holding of transferee is likely to exceed ten percent or twenty-five percent or fifty percent or seventy-five percent.

ii.The transferee is likely to be the single largest shareholder of the insurer.

(2) On the basis of equity holding proposed to be transferred: where the nominal value of shares intended to be transferred by any individual, firm, group, constituents of a group, or body corporate under same management, jointly or severally exceeds five percent of the paid-up equity capital of the insurer in a financial year.

Provided that notwithstanding any of the above, even when the acquisition or aggregate holding of any person is proposed to be less than five percent and if the concerned insurer suspects that dubious methods have been adopted to get over the ceiling of five percent to camouflage the real purpose by individuals or groups with a view to acquire controlling interest in the insurer, a reference shall be made to the Authority by the concerned insurer. In such cases, it shall be in order for the Authority to pass such order as may be deemed fit.

Provided further that the requirement of prior-approval for transfer of shares under this regulation shall also apply for transfer of shares carried out amongst group entities.”

23. In proviso to clause (4) of regulation 22 of the principal regulations, the word “fifty lakh” shall be substituted with the word “ten lakh”.

24. Regulation 25 of the principal regulations shall be omitted.

25. Throughout the chapter VI of the principal regulations:

1. For the words “transacting insurers”, the words “transacting entities” shall be substituted.

2. For the words “transferor insurer”, the words “transferor entity” shall be substituted.

26. In regulation 30 of the principal regulations:

1. After the words “No insurance business of an insurer”, the words “or non-insurance business of any company,” shall be inserted.

2. The word “other” shall be omitted.

27. After regulation 30 of the principal regulations, the following regulation shall be inserted, namely:

“30A Amalgamation or transfer of non-insurance business with insurance business

(1) Eligibility criteria:

a. Transferor entity is either an insurer or a company holding more than 50% of the paid-up equity capital of the insurer with which it proposes to amalgamate or to transfer its business.

b. Such holding company shall have no other non-insurance business than holding the insurer as on date of submission of application under section 35 of the Act.

(2) Condition for amalgamation:

a. Policyholders’ fund of the transferee insurer cannot be used, at any point of time, to meet any liabilities or claims or obligations arising out of amalgamation.

b. The Board of Directors of the transferee insurer will satisfy itself that such amalgamation will not adversely impact the interest of the policyholders of the transferee insurer.

c. The transferee insurer shall demonstrate, to the satisfaction of the Authority, that the solvency of the said insurer, post amalgamation, will remain above control level.

d. The transferee insurer shall be in compliance with extant investment norms.

e. Consideration: In consideration for the amalgamation, the transferee insurer shall only be permitted to issue its equity shares to the shareholders of the transferor entity. No other form shall be permissible for payment of consideration. The said shareholders of the transferor entity shall be required to meet the ‘Fit and Proper’ criteria as laid down in Schedule 4.

Provided that where the share exchange ratio results in fractional entitlements, such fractional entitlements shall be settled in cash, based on the fair value of shares.

(3) Conditions related to post amalgamation:

a. Post amalgamation, transferee insurer must only engage in insurance business for which it has been granted certificate of registration by the Authority.

b. Transferee insurer and its promoters shall ensure that the solvency of the said insurer, post amalgamation, remains above control level, at all times.

c. Transferee insurer and its promoters shall ensure that the interest of the policyholders of the said insurer, post amalgamation, remains protected at all times.

d. Transferee insurer shall ensure that the insurance operations are carried out in compliance with all requirements of the Insurance Regulatory Development Authority Act, 1999, Insurance Act, 1938, the Rules and the Regulations framed thereunder and the directions issued by the Authority.

e. The Authority may impose such additional conditions as may be considered necessary.”

28. Regulation 36 of the principal regulations shall be substituted as under:

“36. Non-refundable processing fee of Rupees Ten Lakh along with applicable taxes shall be remitted to the Authority by each of the transacting entities, along with application seeking “in-principle” approval.”

29. For regulation 50 of the principal regulations, the following regulation shall be substituted:

“50. Subscribers to the Instruments: The other forms of capital issued by any insurer may be subscribed by any entity incorporated, set-up or registered under any law for the time being in force in India or in any Financial Action Task Force compliant jurisdiction, subject to compliance with all other applicable laws including but not limited to laws pertaining to taxation, foreign exchange, prevention of money laundering, combating the financing of terrorism.”

30. In clause (4) of regulation 56 of the principal regulations, the words “by way of penalty” shall be omitted.

31. After regulation 56 of the principal regulations, the following regulation shall be inserted:

“56A. Name of the Insurer:

(1) No person other than an insurer shall use as part of its name or in connection with its business any of the words “insurance”, “insurer”, “assurance”, “re-insurance”, “insurance company” or any of their derivatives and no person shall carry on the insurance business in India unless it uses as part of its name at least one of such words.

Provided that the existing insurers shall also comply with this regulation within a time period of twelve (12) months from the date of notification of the Insurance Regulatory and Development Authority of India (Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers) (Amendment) Regulations, 2026 or within such period as may be permitted by the Authority.

(2) No insurer shall change its name without obtaining No-objection certificate from the Competent Authority.”

32. In sub-clause (j) of clause (2) of regulation 58 of the principal regulations, the word and number “Schedule 1” shall be substituted with the word and number “Schedule 4”.

33. After sub-clause (g) of clause (1) of regulation 61 of the principal regulations, the following regulation shall be inserted:

“(h) Insurance Regulatory and Development Authority of India (Indian Insurance Companies) (Amendment) Regulations, 2021”

34. Schedule 1 of the principal regulations shall be substituted with following schedules, namely:

Schedule 4: Fit and Proper Criteria

(Refer Regulation 9 and clause (j) of sub-Regulation (2) of Regulation 58)

Determination of “Fit and Proper” Status – Illustrative criteria for determining “fit and proper” status of applicants, promoters and/or Investors

In determining whether any individual and/or entity is “fit and proper” to be a promoter or investor of Insurer, the following factors, as may be relevant, shall be taken into account, including but not limited to the following:

(1) The individual or entity’s integrity, reputation, track record:

(a) The financial strength of the promoter or investor.

(b) Ability to infuse capital to meet business, solvency and regulatory requirements.

(d) Ability to access capital or financial markets to source funds that may be needed for any future capital infusion.

(e) Business record, business and financial position and past experience.

(2) Due-diligence

(a) Approval or NOC by other regulatory bodies in India and/or outside India, as applicable;

(b) Insider trading, fraudulent or unfair trade practices or market manipulation by the promoters, investors or any of its group entities.

(c) Proceedings including conviction against the individual or entity or any of its promoter or group entities or any of its KMPs, by any regulatory or statutory or judicial bodies in India or outside India.

3) Interests of policyholders and general public at large.

(4) Impact on the management and governance structure.

(5) Agreement between shareholders and impact on control or management.

(6) Shareholding pattern and Capital structure of the promoter or investor.

(7) Source of funds for investment.

(8) Beneficial ownership of shares of the insurer and the investors and promoters of the insurer.”

G. R. SURYA KUMAR, Executive Director
[ADVT.-III/4/Exty./249/2026-27]