The Securities and Exchange Board of India (SEBI) has released a consultation paper proposing the replacement of notary or gazetted officer attestations with self-attestation for certain regulatory documents. This initiative aims to simplify compliance, reduce costs, and expedite approvals by minimizing bureaucratic procedures. Currently, various SEBI regulations require notarized or gazetted attestations for documents related to registration, exemptions, and compliance, which can delay processing and increase expenses for market participants. The proposal, inspired by recommendations from the Company Law Committee and the Working Group on Ease of Doing Business, supports a shift towards self-declaration, aligning with broader governmental efforts to streamline business operations. Self-attestation, being a less formal yet legally binding process, is expected to lower overheads and processing times while maintaining legal deterrence against false declarations. The consultation paper invites public comments on this proposal until September 6, 2024, seeking stakeholder views on whether self-attestation should replace current attestation requirements. The proposed change is anticipated to enhance efficiency in regulatory compliance while upholding necessary legal safeguards.
Securities and Exchange Board of India
Consultation Paper
Aug 22, 2024 | Reports : Reports for Public Comments
Click here to provide your comments
EASE OF DOING BUSINESS BY SUBSTITUTING THE REQUIREMENT OF ATTESTATION OF CERTAIN DOCUMENTS BY A NOTARY PUBLIC OR GAZETTED OFFICER WITH THE REQUIREMENT OF SELF-ATTESTATION OF DOCUMENTS
I. OBJECTIVE
1. The Objective of this consultation paper is to seek comments / views / suggestions from the public and other stakeholders on substituting the requirement of attestation of certain documents by a Notary Public or Gazetted Officer with the requirement of self-attestation of such documents.
II. BACKGROUND
2. Some of the SEBI Regulations require market participants to submit documents attested by the Notary Public or a Gazetted Officer. Broadly, the requirement of producing or submitting documents attested by the Notary Public or a Gazetted Officer is in respect of the following:
| No. | Requirement | Relevant provision |
| 2.1. | Documents accompanying applications for certificates of registration | (i) Regulation 3(3) of the Securities and Exchange Board of India (Credit Rating Agencies) Regulations, 1999.(ii) Regulation 3(3) of the Securities and Exchange Board of India (Custodian) Regulations, 1996.(iii) Regulation 3 of the Securities and Exchange Board of India {KYC (Know Your Client) Registration Agency} Regulations, 2011.(iv) Regulation 3(2) and 32 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018.(v) Regulation 4 of the Securities and Exchange Board of India (Index Providers) Regulations, 2024. |
| 2.2. | Applications for seeking exemption from the requirement of making an open offer |
Regulation 11(3) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. |
| 2.3. | Applications for seeking exemption from the strict enforcement of the regulations | (a) Regulation 28 of the Securities and Exchange Board of India (Buy-back of Securities) Regulations 2018.
(b) Regulation 42(2) of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021. |
| 2.4. | Application for grant of certificate of commencement of business by depositories | Regulation 11 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018. |
| 2.5. | Undertakings to be submitted along with application for Settlement of administrative and civil proceedings |
Regulation 3 of the Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018. |
| 2.6. | Documents for effecting transfer/transmission of securities |
Regulation 40 & Regulation 61 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. |
III. NEED FOR CHANGE
3. The Report of the Company Law Committee dated March 21, 2022 in paragraph 5 noted as under –
“5. REPLACING AFFIDAVITS WITH SELF-DECLARATION
5.1. An affidavit is a “statement or declaration in writing on oath or affirmation before a person having authority to administer oath or affirmation.” In practice, affidavits are affirmations or declarations printed on a stamp paper sworn before a magistrate or public notary…
5.2. Notably, over the last few years, it has been the avowed objective of the Central Government to promote a trust-based system by way of self-declaration in place of affidavits to promote the ease of doing business in India. Several states such as Delhi, Punjab, and Himachal Pradesh have already replaced affidavits with declarations, save those required by statutory provisions, to enable swifter delivery of public services to citizens…
5.3. Self-declaration serves the same purpose as an affidavit without the formality of printing the declaration on a stamp paper and attestation on oath by a magistrate or public notary… Further, the punishments for giving false evidence on affidavits, as laid down under Section 193 of the Indian Penal Code, 1860 (“IPC”), are the same as the punishment for issuing or signing a false certificate or declaration under Section 197 of the IPC. Section 197 of the IPC expressly provides that any person that issues or signs any certificate required by law, with knowledge or belief that such a certificate is false, is punishable in the same manner as if she gave false evidence. As such, the Committee believed that replacing affidavits with self certification/declaration will not decrease deterrence.” (emphasis supplied)
4. Further, it is also noted that:
4.1. The filing of affidavits or attestation does not only result in increased overhead expenses for businesses/individuals but also leads to unnecessary compliance burden which further results in delayed approvals/compliances.
4.2. The self-attested documents can be verified with the original documents, as may be required.
4.3. In case of any false self-certification, the relevant provisions of the Bharatiya Nyaya Sanhita, 2023 would apply and appropriate action may be initiated against the accused.
4.4. This requirement increases the cost and the time taken for processing of documents for the market participants.
5. In view of the above, it appears that the requirement of getting the documents attested by a Notary Public does not serve any additional purpose and may be replaced with the requirement to self-attest the documents in the interest of ease of doing business.
6. The Working Group of Credit Rating Agencies on Ease of Doing Business (“WG-CRA-EODB”) constituted by SEBI also recommended that the requirement of attestation of documents by a Notary Public or Gazetted Officer or filing of affidavits may be replaced with the requirement of self-attestation of documents.
7. In view of the above, the Board has identified the provisions requiring filing of affidavits or attestation of documents by a Notary Public or Gazetted Officer, to assess as to whether the said requirements can be substituted with the requirement of self-attestation.
IV. PROPOSAL
8. It is proposed that the requirement of attestation of the documents by a Notary Public or Gazetted Officer and filing of affidavits under certain SEBI Regulations, as identified in Annexure-A, may be substituted with the requirement of self-attestation of the said documents.
V. PUBLIC COMMENTS
9. Public comments are invited for the proposals at paragraph 8. The comments/ suggestions should be submitted latest by September 6, 2024, by clicking on this link.
10. In case of any technical issue while submitting the comment/suggestion through the web based public comments form, you may send an email with the subject “COMMENTS ON SUBSTITUTING THE REQUIREMENT OF ATTESTATION OF DOCUMENTS BY A NOTARY PUBLIC OR GAZETTED OFFICER WITH THE REQUIREMENT OF SELF-ATTESTATION” to [email protected] with a copy to the following:
(a) Durgesh Kumar Thakur, DGM at [email protected]; and
(b) Jasleen Kaur Dua, AM at [email protected].
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