SEBI Circular on Procedure for seeking prior approval for change in control – November 28, 2022

SEBI vide its Circular dated November 28, 2022 in order to streamline the process to 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 (hereinafter referred as intermediary or applicant).

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 (hereinafter referred as intermediary or applicant): i. The Intermediary shall make an online application to SEBI for prior approval through the SEBI Intermediary Portal (‘SI Portal’) ( View Circular ). ii. 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: a. Current and proposed shareholding pattern of the applicant. b. Whether any application was made in the past to SEBI seeking registration in any capacity but was not granted? If yes, details thereof. c. 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. d. 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. e. Details of litigation(s), if any. f. Confirmation that all the fees due to SEBI have been paid. g. Declaration cum undertaking of the applicant and the acquirer/ the person who shall have the control (in a format enclosed at Annexure A), duly stamped and signed by their authorized signatories that: i. there will not be any change in the Board of Directors of incumbent, till the time prior approval is granted; ii. pursuant to grant of prior approval by SEBI, the incumbent shall inform all the existing investors/ clients about the proposed change prior to effecting the same, in order to enable the