Summary: The Insurance Regulatory and Development Authority of India (IRDAI), through Master Circular Ref. IRDAI/F&I/CIR/MISC/142/11/2026 dated 2 November 2026, has issued comprehensive procedural guidelines governing registration, capital structure, transfer of shares and amalgamation of insurers. Issued under Section 34 of the Insurance Act, 1938, Section 14 of the IRDA Act, 1999 and Regulations 59 and 60 of the IRDAI Registration Regulations, 2024, as amended in 2026, the circular prescribes application formats and clarifies regulatory requirements. It introduces Form IRDAI/NOC for obtaining a No-Objection Certificate, specifies documents required for issuance of Form IRDAI/R1, and provides Form IRDAI/R4 for duplicate registration certificates and Form IRDAI/ToS for share-transfer approvals. It also clarifies the applicability of share-transfer restrictions to employee stock options and listed insurers, documentation requirements for IPO-related share transfers, and regulatory procedures for amalgamation and transfer of insurance businesses. The circular further specifies reporting requirements for issuance of Other Forms of Capital, including submission of prescribed particulars within 15 days of allotment, and requires transferee insurers to furnish specified documents within 30 days of implementing an approved amalgamation scheme. It clarifies annual registration fee obligations, circumstances permitting voluntary surrender of registration, and transitional provisions concerning processing fees. Notably, the processing fee for share-transfer approval has been reduced from Rs. 50 lakh to Rs. 10 lakh under the 2026 Amendment Regulations, without refund of fees already paid.
INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA
Ref: IRDAI/F&I/CIR/MISC/142/11/2026 | Dated: 02.11.2026
Master Circular on Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers, 2026
The Authority has notified the IRDAI (Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers) Regulations, 2024 (herein after referred to as “Registration Regulations, 2024”). The said Regulations have been amended vide the IRDAI (Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers) (Amendment) Regulations, 2026 (hereinafter referred to as Registration (Amendment) Regulations, 2026).
2. In exercise of the powers conferred by section 34 of the Insurance Act, 1938 (hereinafter referred to as “the Act”), section 14 of the IRDA Act, 1999 and Regulation 59 and 60 of Registration Regulations, 2024, the Authority hereby issues this Master Circular to specify various forms as referred in the Registration Regulations, 2024 and to provide clarifications on various provisions of the Registration Regulations, 2024.
3. This Master Circular shall come into force from the date of its issuance and shall be applicable to all Insurers (excluding Foreign Reinsurer’s Branches) and applicants seeking registration to carry on insurance business.
4. This has approval of the Competent Authority.
Sd/-
Mahesh Agarwal
Chief General Manager
