The Securities and Exchange Board of India (SEBI) issued a Master Circular for Registrars to an Issue and Share Transfer Agents (RTAs) on June 23, 2025. This new circular aims to provide a single, consolidated resource for all applicable guidelines and directions previously issued by SEBI to RTAs. It supersedes the prior Master Circular dated May 7, 2024, along with all subsequent circulars on the subject. With its issuance, the directions and instructions found in the circulars listed in the Appendix of this new Master Circular are rescinded. However, any actions taken, approvals granted, fees collected, or ongoing investigations under the superseded circulars remain valid and are deemed to be conducted under the corresponding provisions of this new Master Circular. Similarly, any rights, privileges, obligations, or penalties incurred under the rescinded circulars will remain unaffected. This consolidation is enacted under Section 11(1) of the SEBI Act, 1992, to protect investors and regulate the securities market.
Securities and Exchange Board of India
Master Circular No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 Dated: June 23, 2025
To,
All registered Registrars to an Issue and Share Transfer Agents (RTAs)
Dear Sir / Madam,
Subject: Master Circular for Registrars to an Issue and Share Transfer Agents
1. Securities and Exchange Board of India (“SEBI”/ “the Board”), from time to time, has been issuing various circulars/directions to Registrars to an Issue and Share Transfer Agents (RTA). In order to enable the users to have access to the applicable circulars at one place, this Master Circular in respect of RTA is being issued.
2. SEBI’s Master Circular for RTA’s dated May 07, 2024 was a compilation of relevant circulars issued by SEBI which were operational as on May 07, 2024. Subsequently, various guidelines/directions were issued to the RTAs by way of circulars/advisory.
3. In view of the same, the instant Master Circular has been prepared which supersedes the Master Circular for RTAs dated May 07, 2024 and the subsequent circulars on the subject. With the issuance of this Master Circular, the directions/ instructions contained in the circulars listed out in the Appendix to this Master Circular, to the extent they relate to the RTAs, shall stand rescinded.
4. Notwithstanding such rescission,
a. anything done or any action taken or purported to have been done or taken including registration or approval granted, fees collected, registration or approval, suspended or cancelled, any adjudication, enquiry or investigation commenced or show-cause notice issued under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular;
b. any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular;
c. the previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall remain unaffected as if the rescinded circulars have never been rescinded;
5. This circular is issued in exercise of the powers conferred by Section 11 (1) of Securities
and Exchange Board of India Act, 1992 to protect the interest of investors in securities and to promote the development of, and to regulate, the securities market.
6. A copy of this circular is available at the web page “Master Circulars” on the website sebi.gov.in.
Yours faithfully,
Aradhana Verma
General Manager
Tel. No: +91-22-26449633
aradhanad@sebi.gov.in
