1628593230705

THE GAZETTE OF INDIA
EXTRAORDINARY
PART – III – SECTION 4
PUBLISHED BY AUTHORITY
NEW DELHI, JANUARY 21, 2013
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 21st January, 2013
SECURITIES AND EXCHANGE BOARD OF INDIA
(INVESTMENT ADVISERS) REGULATIONS, 2013
No. LAD-NRO/GN/2012-13/31/1778.-In exercise of the powers conferred by sub-section (1)

of Section 30 read with clause (b) of sub-section (2) of Section 11 of the Securities and
Exchange Board of India Act, 1992 (15 of 1992), the Securities and Exchange Board of India
hereby, makes the following regulations, namely, —
CHAPTER I
PRELIMINARY
Short title and commencement.

1. (1) These regulations may be called the Securities and Exchange Board of India
(Investment Advisers) Regulations, 2013.
(2) These regulations shall come into force on the ninetieth day from the date of their
publication in the Official Gazette.
Definitions.
2. (1) In these regulations, unless the context otherwise requires, the terms defined herein
shall bear the meanings assigned to them below, and their cognate expressions shall be
construed accordingly,–
(a) “Act” means the Securities and Exchange Board of India Act, 1992 (15 of
1992);
1
1
[(aa) “accreditation agency” shall have the same meaning as assigned to it in clause
(aa) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of
India (Alternative Investment Funds) Regulations, 2012;
(ab) “accredited investor” shall have the same meaning as assigned to it under clause
(ab) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of
India (Alternative Investment Funds) Regulations, 2012;]
[ [(ac)] “assets under advice” shall mean the aggregate net asset value of securities
2 3
and investment products for which the investment adviser has rendered
investment advice irrespective of whether the implementation services are
provided by investment adviser or concluded by the client directly or through
other service providers;]
(b) "Board" means the Securities and Exchange Board of India established under
section 3 of the Act;
(c) “body corporate” shall have the meaning assigned to it in or 4[under sub-section
(11) of section 2 of the Companies Act, 2013 (18 of 2013)];
(d) “certificate” means a certificate of registration granted under these regulations;
(e) “change in control” in relation to a company or a body corporate, means:
(i) if its shares are listed on any recognized stock exchange, change in
control within the meaning of clause (e) of sub-regulation (1) of
regulation 2 of the Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011;
(ii) in any other case, change in the controlling interest or change in legal
form.
Explanation.─ For the purpose of sub-clause (ii), the expression “controlling
interest” means an interest, whether direct or indirect, to the extent of more than
fifty percent of voting rights or interest;
(f) “company” means a company incorporated under the Companies Act, 1956 5[or
Companies Act, 2013];
1
Inserted by the SEBI (Investment Advisers) (Third Amendment) Regulations, 2021, w.e.f. 03-08-2021.
2
Inserted by the SEBI (Investment Advisers) (Amendment) Regulations, 2020, w.e.f. 30-09-2020.
3
Substituted for “(aa)” by the SEBI (Investment Advisers) (Third Amendment) Regulations, 2021, w.e.f. 03-08-
2021.
4
Substituted for the words, symbols and numbers “under sub-section (7) of section 2 of the Companies Act, 1956
(1 of 1956)” by the SEBI (Investment Advisers) (Amendment) Regulations, 2020, w.e.f. 30-09-2020.
5
2
(g) “consideration” means any form of economic benefit including non-cash
benefit, received or receivable for providing investment advice;
6
[(ga) “CPE” means continuing professional education in terms of clause (f) of sub
regulation (1) of regulation 2 of the SEBI (Certification of Associated Persons
in the Securities Markets) Regulations, 2007;
(gb) “family of client” shall include individual client, dependent spouse, dependent
children and dependent parents;
(gc) “family of an individual investment adviser” shall include individual investment
adviser, spouse, children and parents;]
(h) “financial planning” shall include analysis of clients’ current financial situation,
identification of their financial goals, and developing and recommending
financial strategies to realise such goals;
(i) “firm” means a partnership firm registered under Indian Partnership Act, 1932
(9 of 1932);
(j) “form” means any of the forms set out in the First Schedule;
(k) “inspecting authority” means any one or more persons appointed by the Board
to exercise powers conferred under regulation 23;
(l) “investment advice” means advice relating to investing in, purchasing, selling
or otherwise dealing in securities or investment products, and advice on
investment portfolio containing securities or investment products, whether
written, oral or through any other means of communication for the benefit of
the client and shall include financial planning:
Provided that investment advice given through newspaper, magazines, any
electronic or broadcasting or telecommunications medium, which is widely
available to the public shall not be considered as investment advice for the
purpose of these regulations;
(m) “investment adviser” means any person, who for consideration, is engaged in
the business of providing investment advice to clients or other persons or group
of persons and includes any person who holds out himself as an investment
adviser, by whatever name called;
(n) “limited liability partnership” means a partnership formed and registered under
The Limited Liability Partnership Act, 2008(6 of 2009);
(o) “NBFC” means a Non-Banking Financial Company regulated by Reserve Bank
of India;
6
ibid.
3
(p) “NISM” means the National Institute of Securities Market established by the
Board;
7
[(pa) “non-individual” means a body corporate including a limited liability
partnership and a partnership firm;]
(q) “partner” means partner of the firm or a limited liability partnership who renders
investment advice on behalf of the firm or limited liability partnership;
8
[(r) “persons associated with investment advice” shall mean any member, partner,
officer, director or employee or any sales staff of such investment adviser
including any person occupying a similar status or performing a similar function
irrespective of the nature of association with the investment adviser who is
engaged in providing investment advisory services to the clients of the
investment adviser;
Explanation. —
All client-facing persons such as sales staff, service relationship managers,
client relationship managers, etc., by whatever name called shall be deemed to
be persons associated with investment advice, but do not include persons who
discharge clerical or office administrative functions where there is no client
interface.]
9
[(s) “principal officer” shall mean the managing director or designated director or
managing partner or executive chairman of the board or equivalent management
body who is responsible for the overall function of the business and operations
of non-individual investment adviser.]
(2) The words and expressions used and not defined in these regulations but defined in
the Act, the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the 10[Companies
Act, 2013 (18 of 2013)], or any rules or regulations made thereunder shall have the same
meanings respectively assigned to them in those Acts, rules or regulations made
thereunder or any statutory modification or re-enactment thereto, as the case may be.
CHAPTER II
REGISTRATION OF INVESTMENT ADVISERS
Application for grant of certificate.
7
8
Substituted by the SEBI (Investment Advisers) (Amendment) Regulations, 2020, w.e.f. 30-09-2020. Prior to its
substitution, clause (r) read as under;
“(r) “representative” means an employee or an agent of an investment adviser who renders investment advice on
behalf of that investment adviser.”
9
10
Substituted for the words, symbols and numbers “Companies Act, 1956 (1 of 1956)” by the SEBI (Investment
Advisers) (Amendment) Regulations, 2020, w.e.f. 30-09-2020.
4
3. (1) On and from the commencement of these regulations, no person shall act as an
investment adviser or hold itself out as an investment adviser unless he has obtained a
certificate of registration from the Board under these regulations:
11
[***]
12
[(1A) Notwithstanding anything contained in sub-regulation (1), any application made
by a person prior to coming into force of these regulations containing such particulars or
as near thereto as mentioned in Form A of First Schedule shall be treated as an application
made in pursuance of sub-regulation (1) and dealt with accordingly;]
(2) An application for grant of certificate of registration shall be made in Form A as
specified in the First Schedule to these regulations and shall be accompanied by a non-
refundable application fee to be paid in the manner specified in Second Schedule.
13
[(3) On and from the date of commencement of these regulations, no person, while
dealing in distribution of securities, shall use the nomenclature “Independent Financial
Adviser or IFA or Wealth Adviser or any other similar name” unless registered with the
Board as Investment Adviser.”]
Exemption from registration.

4. The following persons shall not be required to seek registration under regulation 3 subject
to the fulfillment of the conditions stipulated therefor, —
(a) Any person who gives general comments in good faith in regard to trends in the
financial or securities market or the economic situation where such comments do
not specify any particular securities or investment product;
(b) Any insurance agent or insurance broker who offers investment advice solely in
insurance products and is registered with Insurance Regulatory and Development
Authority for such activity;
(c) Any pension advisor who offers investment advice solely on pension products and
is registered with Pension Fund Regulatory and Development Authority for such
activity;
(d) Any distributor of mutual funds, who is a member of a self regulatory organisation
recognised by the Board or is registered with an association of asset management
11
Omitted by the SEBI (Investment Advisers) (Amendment) Regulations, 2020, w.e.f. 30-09-2020. Prior to its
omission, regulation 3(1) proviso read as under;
“Provided that a person acting as an investment adviser immediately before the commencement of these
regulations may continue to do so for a period of six months from such commencement or, if it has made an
application for a certificate under sub-regulation (2) within the said period of six months, till the disposal of such
application.”
12
13
5
companies of mutual funds, providing any investment advice to its clients incidental
to its primary activity;
(e) Any advocate, solicitor or law firm, who provides investment advice to their clients,
incidental to their legal practise;
(f) Any member of Institute of Chartered Accountants of India, Institute of Company
Secretaries of India, Institute of Cost and Works Accountants of India, Actuarial
Society of India or any other professional body as may be specified by the Board,
who provides investment advice to their clients, incidental to his professional
service;
(g) Any stock broker or sub-broker registered under SEBI (Stock Broker and Sub-
Broker) Regulations, 1992, portfolio manager registered under SEBI (Portfolio
Managers) Regulations, 1993 or merchant banker registered under SEBI (Merchant
Bankers) Regulations, 1992, who provides any investment advice to its clients
incidental to their primary activity:
Provided that such intermediaries shall comply with the general obligation(s) and
responsibilities as specified in Chapter III of these regulations:
Provided further that existing portfolio manager offering only investment advisory
services may apply for registration under these regulations after expiry of his
current certificate of registration as a portfolio manager;
(h) Any fund manager, by whatever name called of a mutual fund, alternative
investment fund or any other intermediary or entity registered with the Board;
(i) Any person who provides investment advice exclusively to clients based out of
India:
Provided that persons providing investment advice to Non-Resident Indian or
Person of Indian Origin shall fall within the purview of these regulations;
(j) Any 14[principal officer, persons associated with advice] and partner of an
investment adviser which is registered under these regulations:
Provided that such 15[principal officer, persons associated with advice] and partner
shall comply with regulation 7 of these regulations;
(k) Any other person as may be specified by the Board.
Furnishing of further information, clarification and personal representation.

5. (1) The Board may require the applicant to furnish further information or clarification
regarding matters relevant to investment advisory services for the purpose of
consideration of the application filed under sub-regulation (2) of regulation 3.
14
Substituted for the word “representative” by the SEBI (Investment Advisers) (Amendment) Regulations, 2020,
w.e.f. 30-09-2020.
15
ibid
6
(2) The applicant or his authorised representative, if so required, shall appear before
the Board for personal representation.
Consideration of application and eligibility criteria.

6. For the purpose of the grant of certificate the Board shall take into account all matters
which are relevant to the grant of certificate of registration and in particular the following,
namely, —
(a) whether the applicant is an individual or 16[a non-individual];
17
[(b) in case the applicant is an individual, he and all persons associated with investment
advice are appropriately qualified and certified as specified in regulation 7;]
18
[(c) in case the applicant is a body corporate, the principal officer and all persons
associated with investment advice of the applicant are appropriately qualified and
certified as specified in regulation 7;]
19
[(d) in case the applicant is a firm or a limited liability partnership, the principal officer
and all persons associated with investment advice of the applicant are appropriately
qualified and certified as specified in regulation 7;]
(e) whether the applicant fulfills the 20[networth] requirements as specified in regulation
8;
21
[(f) whether the applicant, its partners, principal officer and persons associated with
investment advice, if any, are fit and proper persons based on the criteria as
specified in Schedule II of the Securities and Exchange Board of India
(Intermediaries) Regulations, 2008;]
16
Substituted for the words “a body corporate or a firm” by the SEBI (Investment Advisers) (Amendment)
Regulations, 2020, w.e.f. 30-09-2020.
17
substitution, clause (b) read as under;
“whether in case the applicant is an individual, he is appropriately qualified and certified as specified in regulation
7;”.
18
substitution, clause (c) read as under;
“whether in case the applicant is a body corporate, all the representatives of the applicant who provide investment
advice are appropriately qualified and certified as specified in regulation 7;”
19
substitution, clause (d) read as under;
“whether in case the applicant is a firm or a limited liability partnership, all partners who are engaged in giving
investment advice are qualified and certified as specified in regulation 7;”
20
Substituted for the words “capital adequacy” by the SEBI (Investment Advisers) (Amendment) Regulations,
2020, w.e.f. 30-09-2020.
21
substitution, clause (f) read as under;
“whether the applicant, its representatives and partners, if any, are fit and proper persons based on the criteria as
specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008;”
7
(g) whether the applicant has the necessary infrastructure to effectively discharge the
activities of an investment adviser;
(h) whether the applicant or any person directly or indirectly connected with the
applicant has in the past been refused certificate by the Board and if so, the grounds
for such refusal;
(i) whether any disciplinary action has been taken by the Board or any other regulatory
authority against any person directly or indirectly connected to the applicant under
the respective Act, rules or regulations made thereunder;
(j) In case a bank or an NBFC proposes to undertake investment advisory services,
whether it has been permitted by Reserve Bank of India and the application is made
through a subsidiary or separately identifiable department or division;
(k) In case any 22[non-individual], other than a Bank or NBFC, which proposes to
undertake investment advisory services, whether, the application is made through
a separately identifiable department or division;
(l) In case an entity incorporated outside India undertakes to provide investment
advisory services under these regulations, whether, it has set up a subsidiary in
India and whether such subsidiary has made the application for registration;
(m) In case a foreign citizen proposes to undertake investment advisory services,
whether the applicant has set up an office in India and proposes to undertake
investment advisory services through such office;
23
[(n)Whether the applicant is a member of a recognized body or body corporate as
specified under regulation 14:
Provided that the existing investment advisers shall comply with the requirement
under this clause in such manner as may be specified by the Board.]
24[Qualification and certification requirement.
22
Substituted for the words “body corporate” by the SEBI (Investment Advisers) (Amendment) Regulations,
2020, w.e.f. 30-09-2020.
23
24
substitution, regulation 7 read as under;
“Qualification and certification requirement.
7(1) An individual registered as an investment adviser under these regulations and partners and
representatives of an investment adviser registered under these regulations offering investment advice shall have
the following minimum qualifications, at all times:
(a) A professional qualification or post-graduate degree or post graduate diploma in finance,
accountancy, business management, commerce, economics, capital market, banking, insurance or
actuarial science from a university or an institution recognized by the central government or any state
government or a recognised foreign university or institution or association; or
(b) A graduate in any discipline with an experience of at least five years in activities relating to advice in
financial products or securities or fund or asset or portfolio management.
8
7. (1) An individual investment adviser or a principal officer of a non-individual investment
adviser registered as an investment adviser under these regulations, shall have the
following minimum qualification, at all times -
25
[(a) A professional qualification or post-graduate degree or post graduate diploma
(minimum two years in duration) in finance, accountancy, business management,
commerce, economics, capital market, banking, insurance or actuarial science from
a university or an institution recognized by the Central Government or any State
Government or a recognised foreign university or institution or association or a
professional qualification by completing a Post Graduate Program in the Securities
Market (Investment Advisory) from NISM of a duration not less than one year or
a professional qualification by obtaining a CFA Charter from the CFA Institute;]
(b) An experience of at least five years in activities relating to advice in financial
products or securities or fund or asset or portfolio management;
(c) Persons associated with investment advice shall meet the following minimum
qualifications, at all times -
(i) a professional qualification as provided in clause (a) of sub-regulation (1) of
regulation 7; and
(ii) an experience of at least two years in activities relating to advice in financial
products or securities or fund or asset or portfolio management:
Provided that investment advisers registered under these regulations as on the date
of commencement of these regulations shall ensure that the individual investment
adviser or principal officer of a non-individual investment adviser registered under
these regulations and persons associated with investment advice comply with such
(2) An individual registered as an investment adviser and partners and representatives of investment
advisers registered under these regulations offering investment advice shall have, at all times, a certification on
financial planning or fund or asset or portfolio management or investment advisory services:
(a) from NISM; or
(b) from any other organization or institution including Financial Planning Standards Board India or any
recognized stock exchange in India provided that such certification is accredited by NISM.:
Provided that the existing investment advisers seeking registration under these regulations shall ensure that their
partners and representatives obtain such certification within two years from the date of commencement of these
regulations:
Provided further that fresh certification must be obtained before expiry of the validity of the existing certification
to ensure continuity in compliance with certification requirements.”
25
Substituted by the Securities and Exchange Board of India (Investment Advisers) (Second Amendment)
Regulations, 2021 w.e.f . 16.03.2021. Prior to its substitution, clause (a) read as under;
“(a) A professional qualification or post-graduate degree or post graduate diploma (minimum two years in
duration) in finance, accountancy, business management, commerce, economics, capital market, banking,
insurance or actuarial science from a university or an institution recognized by the Central Government or any
State Government or a recognised foreign university or institution or association or a CFA Charter from the CFA
Institute;”
9
qualification and experience requirements within three years:
Provided further that the requirements at clauses (a) and (b) shall not apply to such
existing individual investment advisers as may be specified by the Board.
(2) An individual investment adviser or principal officer of a non-individual investment
adviser, registered under these regulations and persons associated with investment advice
shall have, at all times a certification on financial planning or fund or asset or portfolio
management or investment advisory services -
(a)from NISM; or
(b)from any other organization or institution including Financial Planning Standards
Board of India or any recognized stock exchange in India provided such certification
is accredited by NISM:
Provided that fresh certification must be obtained before expiry of the validity of the
existing certification to ensure continuity in compliance with certification requirements:
Provided further that fresh certification before expiry of the validity of the existing
certification shall not be obtained through a CPE program.]
26[Networth.
8. (1) Investment advisers who are non-individuals shall have a net worth of not less than
fifty lakh rupees.
Explanation. — For the purposes of this regulation, "networth" means the aggregate value
of paid up share capital plus free reserves (excluding reserves created out of revaluation)
reduced by the aggregate value of accumulated losses, deferred expenditure not written
off, including miscellaneous expenses not written off, and networth requirement for other
services offered by the advisers in accordance with the applicable rules and regulations.
(2) Investment advisers who are individuals shall have net tangible assets of value not
less than five lakh rupees:
26
“Capital adequacy.
(1) Investment advisers which are body corporate shall have a net worth of not less than twenty five lakh rupees.
Explanation.─ For the purposes of this regulation, "networth" means the aggregate value of paid up share capital
plus free reserves (excluding reserves created out of revaluation) reduced by the aggregate value of accumulated
losses, deferred expenditure not written off, including miscellaneous expenses not written off, and capital
adequacy requirement for other services offered by the advisers in accordance with the applicable rules and
regulations.
(2) Investment advisers who are individuals or partnership firms shall have net tangible assets of value not less
than rupees one lakh:
Provided that existing investment advisers shall comply with the capital adequacy requirement within one year
from the date of commencement of these regulations.”
10
Provided that existing investment advisers shall comply with the networth requirement
within three years from the date of commencement of the SEBI (Investment Advisers)
(Amendment) Regulations, 2020.]
Grant of certificate of registration.

9. The Board on being satisfied that the applicant complies with the requirements specified
in regulation 6 shall send intimation to the applicant and on receipt of the payment of
registration 27[***] fees as specified in Second Schedule, grant certificate of registration
in Form B under First Schedule, subject to such terms and conditions as the Board may
deem fit and appropriate.
Period of validity of certificate.
28
10. The certificate of registration granted under regulation 9 shall be valid [till it is
suspended or cancelled by the Board.]
Renewal of certificate.
29
11. [The investment adviser which has already been granted certificate of registration by
the Board, prior to the commencement of the Securities and Exchange Board of India
(Change in Conditions of Registration of Certain Intermediaries) (Amendment)
Regulations, 2016 shall be deemed to have been granted a certificate of registration, in
terms of sub-regulation (1).]
Procedure where registration is refused.

12. (1) After considering an application made under regulation 3, if the Board is of the
opinion that a certificate should not be granted to the applicant, it may reject the
application after giving the applicant a reasonable opportunity of being heard.
(2) The decision of the Board to reject the application shall be communicated to the
applicant within thirty days of such decision.
(3) Where an application for a certificate is rejected by the Board, the applicant shall
forthwith cease to act as an investment adviser:
27
The words “/renewal” was omitted by the Securities and Exchange Board of India (Change in Conditions of
Registration of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.
28
Substituted for the words “for a period of five years from the date of its issue.” by the Securities and Exchange
Board of India (Change in Conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2016
w.e.f. 08-12-2016.
29
Substituted by the Securities and Exchange Board of India (Change in Conditions of Registration of Certain
Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution regulation 11 read as
under:
“11. (1) Three months before the expiry of the period of validity of the certificate, the investment adviser may, if
he so desires, make an application in Form A for grant of renewal of certificate of registration.
(2)The application for renewal under sub-regulation (1) shall be dealt with in the same manner as if it were an
application made under sub-regulation (2) of regulation 3 for grant of certificate.”
11
Provided that nothing contained in this regulation shall affect the liability of the applicant
towards its existing clients under law.
Conditions of certificate.
13. The certificate granted under regulation 9 shall, inter alia, be subject to the following
conditions:-
(a) the investment adviser shall abide by the provisions of the Act and these regulations;
(b) the investment adviser shall forthwith inform the Board in writing, if any
information or particulars previously submitted to the Board are found to be false
or misleading in any material particular or if there is any material change in the
information already submitted;
(c) the investment adviser, not being an individual, shall include the words ‘investment
adviser’ in its name:
Provided that if the investment advisory service is being provided by a separately
identifiable department or division or a subsidiary, then such separately identifiable
department or division or subsidiary shall include the words ‘investment adviser’ in
its name;
(d) individuals registered as investment advisers shall use the term ‘investment adviser’
in all their correspondences with their clients30[;]
31
[(e) individuals registered as investment advisers whose number of clients exceed one
hundred and fifty in total, shall apply for registration as non-individual investment adviser
within such time as may be specified by the Board.]
Recognition of body or body corporate for regulation of investment advisers.

14. (1) The Board may recognize any body or body corporate for the purpose of regulating
investment advisers.
(2) The Board may, at the time of recognition of such body or body corporate, delegate
administration and supervision of investment advisers to such body or body corporate on
such terms and conditions as may be specified by the Board.
(3) The Board may specify that no person shall act as an investment adviser unless he
is a member of a recognized body or body corporate and in such event, provisions of
these regulations and byelaws or articles of such body or body corporate shall apply
mutatis mutandis to such investment advisers.
30
Substituted for the symbol “.” by the SEBI (Investment Advisers) (Amendment) Regulations, 2020, w.e.f. 30-
09-2020.
31
12
CHAPTER III
GENERAL OBLIGATIONS AND RESPONSIBILITIES
General responsibility.
15. (1) An investment adviser shall act in a fiduciary capacity towards its clients and shall
disclose all conflicts of interests as and when they arise.
(2) An investment adviser shall not receive any consideration by way of remuneration
or compensation or in any other form from any person other than the client being advised,
in respect of the underlying products or securities for which advice is provided.
(3) An investment adviser shall maintain an arms-length relationship between its
activities as an investment adviser and other activities.
(4) An investment adviser which is also engaged in activities other than investment
advisory services shall ensure that its investment advisory services are clearly segregated
from all its other activities, in the manner as prescribed hereunder.
(5) An investment adviser shall ensure that in case of any conflict of interest of the
investment advisory activities with other activities, such conflict of interest shall be
disclosed to the client.
(6) An investment adviser shall not divulge any confidential information about its
client, which has come to its knowledge, without taking prior permission of its clients,
except where such disclosures are required to be made in compliance with any law for
the time being in force.
(7) An investment advisor shall not enter into transactions on its own account which is
contrary to its advice given to clients for a period of fifteen days from the day of such
advice.
Provided that during the period of such fifteen days, if the investment adviser is of the
opinion that the situation has changed, then it may enter into such a transaction on its own
account after giving such revised assessment to the client at least 24 hours in advance of
entering into such transaction.
(8) An investment advisor shall follow Know Your Client procedure as specified by
the Board from time to time.
(9) An investment adviser shall abide by Code of Conduct as specified in Third
Schedule.
(10) An investment adviser shall not act on its own account, knowingly to sell
securities or investment products to or purchase securities or investment product from a
client.
(11) In case of change in control of the investment adviser, prior approval from the Board
shall be taken.
13
(12) Investment advisers shall furnish to the Board information and reports as may be
specified by the Board from time to time.
32
[(13) It shall be the responsibility of the investment adviser to ensure compliance with
the certification and qualification requirements as specified under Regulation 7 at all
times.]
33[Fees.
15A. Investment Adviser shall be entitled to charge fees for providing investment advice from
a client 34[, including an accredited investor] in the manner as specified by the Board.]
Risk profiling.
16. Investment adviser shall ensure that,-

(a) it obtains from the client, such information as is necessary for the purpose of giving
investment advice, including the following:-
(i) age;
(ii) investment objectives including time for which they wish to stay invested, the
purposes of the investment ;
(iii) income details;
(iv) existing investments/ assets;
(v) risk appetite/ tolerance;
(vi) liability/borrowing details.
(b) it has a process for assessing the risk a client is willing and able to take, including:
(i) assessing a client’s capacity for absorbing loss;
(ii) identifying whether client is unwilling or unable to accept the risk of loss of
capital;
(iii) appropriately interpreting client responses to questions and not attributing
inappropriate weight to certain answers.
(c) where tools are used for risk profiling, it should be ensured that the tools are fit for
the purpose and any limitations are identified and mitigated;
32
substitution, sub-regulation (13) read as under;
“(13) It shall be the responsibility of the Investment Adviser to ensure that its representatives and partners, as
applicable, comply with the certification and qualification requirements under Regulation 7 at all times.”
33
34
Inserted by the SEBI (Investment Advisers) (Third Amendment) Regulations, 2021, w.e.f. 03-08-2021.
14
(d) any questions or description in any questionnaires used to establish the risk a client
is willing and able to take are fair, clear and not misleading, and should ensure that:
(i) questionnaire is not vague or use double negatives or in a complex language
that the client may not understand;
(ii) questionnaire is not structured in a way that it contains leading questions.
(e) risk profile of the client is communicated to the client after risk assessment is done;
(f) information provided by clients and their risk assessment is updated periodically.
Suitability.
17. Investment adviser shall ensure that,-

(a) All investments on which investment advice is provided is appropriate to the risk
profile of the client;
(b) It has a documented process for selecting investments based on client’s investment
objectives and financial situation;
(c) It understands the nature and risks of products or assets selected for clients;
(d) It has a reasonable basis for believing that a recommendation or transaction entered
into:
(i) meets the client’s investment objectives;
(ii) is such that the client is able to bear any related investment risks consistent
with its investment objectives and risk tolerance;
(iii) is such that the client has the necessary experience and knowledge to
understand the risks involved in the transaction.
(e) Whenever a recommendation is given to a client to purchase of a particular complex
financial product, such recommendation or advice is based upon a reasonable
assessment that the structure and risk reward profile of financial product is consistent
with clients experience, knowledge, investment objectives, risk appetite and capacity
for absorbing loss.
Disclosures to clients.
18. (1) An investment adviser shall disclose to a prospective client, all material
information about itself including its business, disciplinary history, the terms and
conditions on which it offers advisory services, affiliations with other intermediaries and
such other information as is necessary to take an informed decision on whether or not to
avail its services.
35
[***]
35
omission, sub-regulation (2) and (3) read as under;
15
(4) An investment adviser shall disclose to the client its holding or position, if any, in
the financial products or securities which are subject matter of advice.
(5) An investment adviser shall disclose to the client any actual or potential conflicts
of interest arising from any connection to or association with any issuer of products/
securities, including any material information or facts that might compromise its
objectivity or independence in the carrying on of investment advisory services.
(6) An investment adviser shall, while making an investment advice, make adequate
disclosure to the client of all material facts relating to the key features of the products or
securities, particularly, performance track record.
(7) An investment adviser shall draw the client’s attention to the warnings, disclaimers
in documents, advertising materials relating to an investment product which it is
recommending to the client.
Maintenance of records.
19. (1) An investment adviser shall maintain the following records,-
(a) Know Your Client records of the client;
(b) Risk profiling and risk assessment of the client;
(c) Suitability assessment of the advice being provided;
36
[(d) Copies of agreements with clients, incorporating the terms and conditions as
may be specified by the Board;]
(e) Investment advice provided, whether written or oral;
(f) Rationale for arriving at investment advice, duly signed and dated;
(g) A register or record containing list of the clients, the date of advice, nature of
the advice, the products/securities in which advice was rendered and fee, if any
charged for such advice.
(2) All records shall be maintained either in physical or electronic form and preserved for
a minimum period of five years:
“(2) An investment adviser shall disclose to its client, any consideration by way of remuneration or compensation
or in any other form whatsoever, received or receivable by it or any of its associates or subsidiaries for any
distribution or execution services in respect of the products or securities for which the investment advice is
provided to the client.
(3) An investment adviser shall, before recommending the services of a stock broker or other intermediary to a
client, disclose any consideration by way of remuneration or compensation or in any other form whatsoever, if
any, received or receivable by the investment adviser, if the client desires to avail the services of such
intermediary.”
36
substitution, clause (d) read as under;
“(d)Copies of agreements with clients, if any;”
16
Provided that where records are required to be duly signed and are maintained in
electronic form, such records shall be digitally signed.
(3) An investment adviser shall conduct yearly audit in respect of compliance with these
regulations from a member of Institute of Chartered Accountants of India or Institute of
Company Secretaries of India 37[and submit a report of the same as may be specified by
the Board].
Appointment of compliance officer.

20. An investment adviser which is a body corporate or a partnership firm shall appoint a
compliance officer who shall be responsible for monitoring the compliance by the
investment adviser in respect of the requirements of the Act, regulations, notifications,
guidelines, instructions issued by the Board.
Redressal of client grievances.

21. (1) An investment adviser shall redress client grievances promptly.
(2) An investment adviser shall have adequate procedure for expeditious grievance
redressal.
(3) Client grievances pertaining to financial products in which investments have been
made based on investment advice, shall fall within the purview of the regulator of such
financial product.
(4) Any dispute between the investment adviser and his client may be resolved through
arbitration or through Ombudsman authorized or appointed for the purpose by any
regulatory authority, as applicable.
38
[Client level segregation of advisory and distribution activities.
22. (1) An individual investment adviser shall not provide distribution services.
(2) The family of an individual investment adviser shall not provide distribution services
to the client advised by the individual investment adviser and no individual investment
adviser shall provide advice to a client who is receiving distribution services from other
37
38
“Segregation of execution services.
22 Investment advisers which are banks, NBFCs and body corporate providing distribution or execution services
to their clients shall keep their investment advisory services segregated from such activities:
Provided that such distribution or execution services can only be offered subject to the following:
(a) The client shall not be under any obligation to avail the distribution or execution services offered by the
investment adviser.
(b) The investment adviser shall maintain arms length relationship between its activities as investment adviser
and distribution or execution services.
(c) All fees and charges paid to distribution or execution service providers by the client shall be paid directly to
the service providers and not through the investment adviser.”
17
family members.
(3) A non-individual investment adviser shall have client level segregation at group level
for investment advisory and distribution services.
Explanation. —
(i) The same client cannot be offered both advisory and distribution services within the
group of the non-individual entity.
(ii) A client can either be an advisory client where no distributor consideration is
received at the group level or distribution services client where no advisory fee is
collected from the client at the group level.
(iii) ‘Group’ for this purpose shall mean an entity which is a holding, subsidiary,
associate, subsidiary of a holding company to which it is also a subsidiary or an investing
company or the venturer of the company as per the provisions of Companies Act, 2013
for non-individual investment adviser which is a company under the said Act and in any
other case, an entity which has a controlling interest or is subject to the controlling
interest of a non-individual investment adviser.
(4) Non-individual investment adviser shall maintain an arm’s length relationship
between its activities as investment adviser and distributor by providing advisory services
through a separately identifiable department or division.
(5) Compliance and monitoring process for client segregation at group or family level
shall be in accordance with the guidelines specified by the Board.]
39[Implementation of advice or execution.
22A. (1) Investment adviser may provide implementation services to the advisory clients in
securities market:
Provided that investment advisers shall ensure that no consideration including any
commission or referral fees, whether embedded or indirect or otherwise, by whatever
name called is received; directly or indirectly, at investment adviser’s group or family
level for the said service, as the case maybe.
(2) Investment adviser shall provide implementation services to its advisory clients only
through direct schemes/products in the securities market.
(3) Investment adviser or group or family of investment adviser shall not charge any
implementation fees from the client.
(4) The client shall not be under any obligation to avail implementation services offered
by the investment adviser.]
CHAPTER IV
39
18
INSPECTION
Board’s right to inspect.

23. The Board may suo motu or upon receipt of information or complaint appoint one or more
persons as inspecting authority to undertake inspection of the books of accounts, records
and documents relating to investment advisers for any of the following reasons, namely:
-
(a) to ensure that the books of account, records and documents are being maintained by
the investment adviser in the manner specified in these regulations;
(b) to inspect into complaints received from clients or any other person, on any matter
having a bearing on the activities of the investment adviser;
(c) to ascertain whether the provisions of the Act and these regulations are being
complied with by the investment adviser;
(d) to inspect into the affairs of a investment adviser, in the interest of the securities
market or in the interest of investors.
Notice before inspection.

24. (1) Before ordering an inspection under regulation 23, the Board shall give not less
than ten days notice to the investment adviser.
(2) Notwithstanding anything contained in sub-regulation (1), where the Board is
satisfied that in the interest of the investors no such notice should be given, it may by an
order in writing direct that the inspection of the affairs of the investment adviser be taken
up without such notice.
(3) During the course of an inspection, the investment adviser against whom the
inspection is being carried out shall be bound to discharge its obligations as provided in
regulation 25.
Obligation of investment adviser on inspection.

25. (1) It shall be the duty of every investment adviser in respect of whom an inspection
has been ordered under the regulation 23 and any other associate person who is in
possession of relevant information pertaining to conduct and affairs of such investment
adviser, including 40[partners, directors, principal officer and persons associated with
investment advice], if any, to produce to the inspecting authority such books, accounts
and other documents in his custody or control and furnish him with such statements and
information as the inspecting authority may require for the purposes of inspection.
(2) It shall be the duty of every investment adviser and any other associate person who
is in possession of relevant information pertaining to conduct and affairs of the
investment adviser to give to the inspecting authority all such assistance and shall extend
40
Substituted for the words “representative of investment adviser” by the SEBI (Investment Advisers)
(Amendment) Regulations, 2020, w.e.f. 30-09-2020.
19
all such co-operation as may be required in connection with the inspection and shall
furnish such information as sought by the inspecting authority in connection with the
inspection.
(3) The inspecting authority shall, for the purposes of inspection, have power to
examine on oath and record the statement of any employees, directors, partners 41[,
principal officer and persons associated with investment advice] or person responsible
for or connected with the activities of investment adviser or any other associate person
having relevant information pertaining to such investment adviser.
(4) The inspecting authority shall, for the purposes of inspection, have power to obtain
authenticated copies of documents, books, accounts of investment adviser, from any
person having control or custody of such documents, books or accounts.
Submission of report to the Board.

26. The inspecting authority shall, as soon as possible, on completion of the inspection submit
an inspection report to the Board:
Provided that if directed to do so by the Board, the inspecting authority may submit an
interim report.
Action on the inspection report.

27. The Board may after consideration of the inspection report and after giving reasonable
opportunity of hearing to the investment advisers or its authorized representatives, issue
such directions as it deems fit in the interest of securities market or the investors
including,-
(a) requiring an investment adviser 42[, partners, directors, principal officer and persons
associated with investment advice] not to provide investment advice for a particular
period;
(b) requiring the investment adviser to refund any money collected as fees, charges or
commissions or otherwise to the concerned clients along with the requisite interest.
(c) prohibiting the investment adviser 43[, partners, directors, principal officer and
persons associated with investment advice] from operating in the capital market or
accessing the capital market for a specified period.
CHAPTER V
PROCEDURE FOR ACTION IN CASE OF DEFAULT
Liability for action in case of default.

28. An investment adviser who -
41
42
43
ibid.
20
(a) contravenes any of the provisions of the Act or any regulations or circulars issued
thereunder;
(b) fails to furnish any information relating to its activity as an investment adviser as
required by the Board;
(c) furnishes to the Board information which is false or misleading in any material
particular;
(d) does not submit periodic returns or reports as required by the Board;
(e) does not co-operate in any enquiry, inspection or investigation conducted by the
Board;
(f) fails to resolve the complaints of investors or fails to give a satisfactory reply to
the Board in this behalf,
shall be dealt with in the manner provided under the Securities and Exchange Board of
India (Intermediaries) Regulations, 2008.
V-A 44[CHAPTER
POWER TO RELAX STRICT ENFORCEMENT OF THE REGULATIONS
Exemption from enforcement of the regulations in special cases.

28A. (1) The Board may, exempt any person or class of persons from the operation of all or
any of the provisions of these regulations for a period as may be specified but not exceeding
45
twelve months, for furthering innovation [***] relating to testing new products, processes,
services, business models, etc. in live environment of regulatory sandbox in the securities
markets.
(2) Any exemption granted by the Board under sub-regulation (1) shall be subject to the
applicant satisfying such conditions as may be specified by the Board including conditions to
be complied with on a continuous basis.
Explanation. — For the purposes of these regulations, "regulatory sandbox" means a live
testing environment where new products, processes, services, business models, etc. may be
deployed on a limited set of eligible customers for a specified period of time, for furthering
44
Inserted by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020,
w.e.f. 17-04-2020.
45
The words “in technological aspects” omitted by the Securities and Exchange Board of India (Regulatory
Sandbox) (Amendment) Regulations, 2021, w.e.f. 03-08-2021.
21
innovation in the securities market, subject to such conditions as may be specified by the
Board.]
CHAPTER VI
MISCELLANEOUS
Power of the Board to issue clarifications etc.

29. In order to remove any difficulties in the application or interpretation of these regulations,
the Board may issue clarifications and guidelines in the form of circulars.
Power of the Board over body or body corporate recognized under regulation 14.
30. The Board reserves the right to alter, modify and overrule any decision, action taken or
penalties imposed by the body or body corporate recognized under regulation 14.
22
FIRST SCHEDULE
FORM A
Securities and Exchange Board of India

(Investment Advisers) Regulations, 2013
46[See Regulation 3]
47[Application for Grant of Certificate of Registration]

SEBI Bhavan, C4-A, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400051 -
India
INSTRUCTIONS
1. This form is meant for use by the applicant for grant of certificate of registration as an
investment adviser.
2. The applicant should complete this form, and submit it, along with all supporting
documents to the Board at its head office at Mumbai.
3. This application form should be filled in accordance with these regulations.
4. The application shall be considered by the Board provided it is complete in all respects.
5. All answers must be legible and all the pages must be numbered with signature/ stamp on
each page of the form.
6. Information which needs to be supplied in more detail may be given on separate sheets
which should be attached to the application form and appropriately numbered.
7. The application must be signed.
8. The application must be accompanied by an application fee as specified in the Second
Schedule to these regulations.
1. GENERAL INFORMATION
(a) Name, address of the registered office, address for correspondence and principal
place of business, telephone number(s), fax number(s), e-mail address of the
applicant.
46
Substituted for the words “See Regulations 3 and 11” by the Securities and Exchange Board of India (Change
In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.
47
Substituted for the words “Application for Grant of Certificate of Registration/Renewal as investment adviser”
by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries)
(Amendment) Regulations, 2016 w.e.f. 08-12-2016.
23
48
[(b)***].
(c) Name, direct line number, mobile number and e-mail of the contact person(s) 49[and
principal officer].
50
(d) Legal structure of applicant - Whether the applicant is an individual [ or non-
individual].
(e) Whether the applicant is a bank /NBFC.
(f) Date and place of incorporation/ establishment, if any. If the applicant is
incorporated outside India, details of such incorporation.
(g) Whether the applicant is engaged in investment advisory services prior to making
application under these regulations.
(h) Whether the applicant is registered with SEBI, RBI, IRDA or PFRDA in any
capacity. If so, details of such registration.
(i) Write-up on the activities of the applicant.
51
[***]
2. DETAILS OF APPLICANT (Provide details of only the section applicable to you)
I. In case applicant is an individual:
52
[1. Whether the applicant and persons associated with investment advice
comply with qualification and certification requirements under regulation 7
and applicant has submitted a declaration with respect to the same.
48
Omitted by the by the Securities and Exchange Board of India (Change in Conditions of Registration of Certain
Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to omission sub-para(b) read as under:
“(b) Whether application is for registration/ renewal. Provide registration number if the application is for renewal
of certificate.”
49
50
Substituted for the words and symbol “, body corporate (including company), partnership firm or limited liability
partnership” by the SEBI (Investment Advisers) (Amendment) Regulations, 2020, w.e.f. 30-09-2020.
51
omission, the following words of clause (i) read as under;
(For renewal application, provide details of existing investment advisory services including number and type of
clients, assets under advice, revenue, profitability, products/ securities on which investment advice was provided,
etc.)
52
substitution, clause 1. read as under;
“Whether the applicant has:
a. A professional qualification or post-graduate degree or post graduate diploma in finance, accountancy,
business management, commerce, economics, capital market, banking, insurance or actuarial science from
a university or an institution recognized by the Central Government or any State Government or a recognised
foreign university or institution or association; or
b. A graduate in any discipline with an experience of at least five years in activities relating to advice in
(Provide self certified copies of supporting documents).”
24
(Provide self-certified copies of supporting documents).]
2. Copy of certification obtained in accordance with regulation 7(2).
53
[***]
54
[3. Number of persons associated with investment advice, if any, who shall
render investment advice under these regulations on behalf of the applicant.
Provide documents as mentioned in points 1 to 2 above for such persons
associated with investment advice.]
4. Enclose identity proof and address proof of the applicant 55[and persons
associated with investment advice].
5. Details of ownership/directorship of the applicant in any companies or
partnership interest in any firm or limited liability partnership.
6. Copy of Income Tax Return/ Copy of Form 16 for the last 3 years.
7. Copy of assets and liabilities statement and certification of net tangible assets
certified by a chartered accountant (not more than six months old at the time
of filing of application). Please note that membership number of the
Chartered accountant must be included in the certificate,
II. In case applicant is a company:
1. Shareholding pattern and profile of the directors (Enclose identity proof and
address proof of the directors).
2. Number of 56[persons associated with investment advice] who render/
propose to render investment advice under these regulations on behalf of the
applicant.
57
[3. Declaration by the applicant that its principal officer and persons associated
with investment advice currently comply with the certification, qualification
and experience requirements under regulation 7.]
53
omission, the following words of clause (2) read as under;
(If the applicant is an existing investment adviser applying for fresh registration, then provide a declaration
stating that it shall obtain such certification within two years from the date of commencement of these regulations
and submit a copy of the certification to the Board within 15 days of receipt of such certification.)
54
substitution, clause 3 read as under;
“3. Number of employees and agents of the applicant, if any, who shall render investment advice under these
regulations on behalf of the applicant. Provide documents as mentioned in points (1) to (2) above for such
employees/ agents.”
55
56
Substituted for the words “employees and agents of the applicant (hereinafter referred to as ‘representatives’)”
by the SEBI (Investment Advisers) (Amendment) Regulations, 2020, w.e.f. 30-09-2020.
57
”3. Declaration by the applicant that its representatives currently comply with the certification and qualification
requirements under regulation 7.
stating that the applicant shall ensure that all its representatives obtain such certification within two years from
25
4. Declaration by the applicant that it shall ensure that its 58[principal officer
and persons associated with investment advice] comply with the certification
and qualification requirements under Regulation 7 at all times.
5. List of associated companies registered with SEBI, RBI, IRDA or PFRDA
along with the registration number.
6. If applicant is a bank or NBFC, then copy of approval from RBI for
undertaking investment advisory services.
7. Net worth certificate by a chartered accountant, not more than six months
old. Please note that membership number of the chartered accountant must
be included in the certificate.
59
[8. Enclose identity proof and address proof of the applicant, principal officer
and persons associated with investment advice.]
III. In case applicant is a partnership firm or a limited liability partnership:
1. Names and Beneficial ownership pattern of the partners 60[, principal officer
and persons associated with investment advice] engaged/proposed to engage
in investment advice (Enclose identity proof and address proof of the partners
61
[, principal officer and persons associated with investment advice]).
62
[2. Whether the aforesaid principal officer and persons associated with
investment advice comply with certification and qualification requirements
under regulation 7 and applicant has submitted a declaration with respect to
the same.
(Provide self-certified copies of supporting documents).]
63
[3. Copy of certification obtained by the aforesaid principal officer and persons
associated with investment advice in accordance with regulation 7(2).]
the date of commencement of these regulations and after all its representatives obtain the certification, a
declaration to that effect shall be submitted to SEBI.)
58
Substituted for the word “representatives” by the SEBI (Investment Advisers) (Amendment) Regulations, 2020,
w.e.f. 30-09-2020.
59
60
ibid.
61
ibid.
62
“2.Whether the aforesaid partners have:
a. A professional qualification or post-graduate degree or post graduate diploma in finance, accountancy,
business management, commerce, economics, capital market, banking, insurance or actuarial science from a
university or an institution recognized by the Central Government or any State Government or a recognised
foreign university or institution or association; or
b. A graduate in any discipline with an experience of at least five years in activities relating to advice in
(Provide self certified copies of supporting documents).
63
“3.Copy of certification obtained by the aforesaid partners in accordance with regulation 7(2).
26
4. Declaration that the aforesaid 64[principal officer and persons associated with
investment advice] shall obtain fresh certification before expiry of the
validity of the existing certification to ensure continuity in compliance with
certification requirements.
5. Copy of assets and liabilities statement and certification of 65[networth] of
the partnership firm certified by a chartered accountant (not more than six
months old at the time of filing of application). Please note that membership
number of the chartered accountant must be included in the certificate.
IV. In case applicant is a body corporate (other than company or limited liability
partnership):
1. Shareholding pattern and profile of the directors 66[, principal officer and
persons associated with investment advice] (Enclose identity proof and
address proof of the directors 67[, principal officer and persons associated
with investment advice]).
2. Whether the applicant is set up or established under the laws of the Central
or State Legislature and whether the applicant is permitted to carry on of the
activity of an investment adviser (Enclose relevant extract of the relevant
Statute/Act).
3. Number of 68[principal officer and persons associated with investment
advice] who render/ propose to render investment advice under these
regulations on behalf of the applicant.
4. 69[Declaration by the applicant that its principal officer and persons
associated with investment advice currently comply with the certification and
qualification requirements under regulation 7.]
stating that all the partners engaged in investment advice shall obtain such certification within two years from
the date of commencement of these regulations and after all such partners obtain the certification, a declaration
to that effect shall be submitted to SEBI.)”
64
Substituted for the word “partner” by the SEBI (Investment Advisers) (Amendment) Regulations, 2020, w.e.f.
30-09-2020.
65
Substituted for the word “net tangible assets” by the SEBI (Investment Advisers) (Amendment) Regulations,
2020, w.e.f. 30-09-2020.
66
67
ibid.
68
Substituted for the words “employees and agents of the applicant (hereinafter referred to as ‘representatives’)”
by the SEBI (Investment Advisers) (Amendment) Regulations, 2020, w.e.f. 30-09-2020.
69
“4. Declaration by the applicant that its representatives currently comply with the certification and qualification
requirements under regulation 7.
stating that the applicant shall ensure that all its representatives obtain such certification within two years from
the date of commencement of these regulations and after all its representatives obtain the certification, a
declaration to that effect shall be submitted to SEBI.)
27
5. Declaration by the applicant that it shall ensure that its 70[principal officer
and persons associated with investment advice] comply with the certification
and qualification requirements under regulation 7 at all times.
6. Net worth certificate by a chartered accountant, not more than six months
old. Please note that membership number of the chartered accountant must
be included in the certificate.
3. BUSINESS PLAN
1. Proposed business plan & means of achieving the same.
2. The type of products/ securities on which investment advice is proposed to
be rendered.
3. Process for risk profiling of the client and for assessing suitability of advice.
4. DETAILS OF INFRASTRUCTURE
1. Details of office space, office equipment, furniture and fixtures,
communication facilities, research capacity, research software for
undertaking investment advisory services.
2. Declaration that the applicant has the necessary infrastructure to effectively
discharge the activities of an investment adviser.
71
[5. IMPLEMENTATION OF ADVICE OR EXECUTION SERVICES.
1. Provide a declaration that no consideration including any commission or
referral fees whether embedded or indirect or otherwise by whatever name
called shall be received directly or indirectly at Investment Adviser’s group or
family level for the said service, as the case maybe.
2. If the applicant is a non-individual, whether the applicant proposes to offer
distribution services.]
6. OTHER INFORMATION/DECLARATIONS/ REGULATORY ACTIONS
(a) Details of all settled and pending disputes in the last 5 years.
(b) Whether any previous application for grant of certificate made by any person directly
or indirectly connected with the applicant has been rejected by the Board; If yes,
provide details of the same.
(c) Whether any disciplinary action has been taken by the Board or any other regulatory
authority against any person directly or indirectly connected with the applicant under
the Act or the regulations made there under in the last 5 years. If yes, provide details
of the action.
70
Substituted for the words “representatives” by the SEBI (Investment Advisers) (Amendment) Regulations,
2020, w.e.f. 30-09-2020.
71
substitution, item 5 read as under;
“EXECUTION SERVICES
1. If the applicant is a body corporate, whether the applicant proposes to offer distribution or execution
services to its clients.
2. If yes, provide a declaration that the services are being offered through a subsidiary/ separately
identifiable department or division.”
28
(d) Whether the applicant/directors/promoters/ partners 72[, principal officer and persons
associated with investment advice] have been indicted/involved in any economic
offence in the last 5 years. If yes, provide details of the same.
(e) A credit report/ score from CIBIL for the applicant.(For applicants other than
financial institutions & banking companies)
(f) Declaration that the applicant, its 73[directors, principal officer, persons associated with
investment advice] and partners, if any, are fit and proper persons based on the criteria
as specified in Schedule II of the Securities and Exchange Board of India
(Intermediaries) Regulations, 2008;
(g) Declaration that the applicant shall not obtain any consideration by way of
remuneration or compensation or any other form whatsoever, from any person other
than the client being advised, in respect of the underlying products or securities for
which advice is provided to the client.
(h) Any other information considered relevant to the nature of services to be rendered by
the applicant.
7. DECLARATION STATEMENT
I/We hereby agree and declare that the information supplied in the application, including
the attachment sheets, is complete and true.
AND I/ we further agree that, I/we shall notify the Securities and Exchange Board of India
immediately any change in the information provided in the application.
I/ We further agree that I/ we shall comply with, and be bound by the Securities and
Exchange Board of India Act, 1992, and the Securities and Exchange Board of India
(Investment Advisers) Regulations, 2013, guidelines/instructions as may be announced by
the Securities and Exchange Board of India from time to time.
I/ We further agree that as a condition of registration, I/ we shall abide by such operational
instructions/directives as may be issued by the Securities and Exchange Board of India
from time to time.
For and on behalf of ____________________________________________________

(Name of the applicant)
Authorized signatory/ Applicant
(Signature)
(Date and Place)
72
73
Substituted for the word “representatives” by the SEBI (Investment Advisers) (Amendment) Regulations, 2020,
w.e.f. 30-09-2020.
29
FORM B

(Investment Adviser) Regulations, 2013
[See regulation 9]
Certificate of registration as investment adviser
I. In exercise of the powers conferred by sub-section (1) of section 12 of the Securities and
Exchange Board of India Act, 1992 (15 of 1992), read with the regulations made there under,
the Board hereby grants a certificate of registration to
_______________________________________________________________
as an investment adviser subject to the conditions specified in the Act and in the regulations
made thereunder.
II. The Registration Number of the investment adviser is

IN/IA/_____________.
Date :
Place : MUMBAI
By Order
Sd/-
For and on behalf of
30
74[SECOND SCHEDULE
Securities and Exchange Board of India (Investment Advisers) Regulations, 2013
[Regulation 9]
FEES
1. Every applicant shall pay non-refundable application fees along with the application
for grant 75[***] of certificate of registration as under:
a. 76
[For individuals and ₹ 2,000]
firms
b. 77
[For Body Corporate ₹ 10,000
including Limited
Liability Partnerships]
78
2. [Every applicant shall pay registration fee at the time of grant of certificate by the
Board as under:
a. For individuals and firms ₹ 3,000
b. For body Corporate including Limited Liability Partnerships ₹ 15,000]
74
Substituted by the SEBI (Payment of Fees) (Amendment) Regulations, 2014, w.e.f 23.05.2014. Prior to its
substitution, the Second Schedule read as under:
1. “Every applicant shall pay non-refundable application fees of five thousand rupees along with the
application for grant or renewal of certificate of registration.
2. Applicants which are individuals and firms shall pay a sum of ten thousand rupees as registration/
renewal fee at the time of grant or renewal of certificate by the Board.
3. A body corporate shall pay a sum of one lakh rupees as registration/ renewal fee at the time of grant or
renewal of certificate by the Board.
4. The fee referred to in paragraph 1, 2 and 3 shall be paid by the applicant within fifteen days from the
date of receipt of intimation from the Board by a demand draft in favor of 'Securities and Exchange Board
of India' payable at Mumbai or at respective regional or local office.”
75
The words “or renewal” omitted by the Securities and Exchange Board of India (Change In Conditions Of
Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.
76
substitution, sub-clause (a) read as under:
“For individuals and firms ₹ 5,000”
77
substitution, sub-clause (b) read as under:
“For Body Corporate including Limited Liability Partnerships ₹ 25,000”
78
substitution, clause (2) read as under:
“Every applicant shall pay registration fee at the time of grant or renewal of certificate by the Board as under:
a. For individuals and firms ₹ 10,000
b. For Body Corporate including Limited Liability Partnerships ₹ 5,00,000
31
79
3. [An investment adviser who has been granted a certificate of registration, to keep
its registration in force, shall pay fee 80[specified below] every five years, from the
date of grant of certificate of registration or from the date of grant of certificate of
registration granted prior to the commencement of the Securities and Exchange
Board of India (Change in Conditions of Registration of Certain Intermediaries)
(Amendment) Regulations, 2016, as the case may be, within three months before
expiry of the period for which fee has been paid81[:]]
82
[a. For individuals and firms ₹ 1,000
b. For Body Corporate including Limited Liability Partnerships ₹ 5,000]
83
4. [The fee referred to in paragraph 2 shall be paid by the applicant within fifteen days
from the date of receipt of intimation from the Board by way of demand draft in
favour of Securities and Exchange Board of India' payable at Mumbai or at
respective regional or local office. or by way of direct credit in the bank account
through NEFT/RTGS/IMPS or any other mode allowed by RBI.]
THIRD SCHEDULE
Securities and Exchange Board of India (Investment Advisers) Regulations, 2013
[See sub-regulation (9) of regulation 15]
CODE OF CONDUCT FOR INVESTMENT ADVISER
1. Honesty and fairness

An investment adviser shall act honestly, fairly and in the best interests of its clients
and in the integrity of the market.
2. Diligence
An investment adviser shall act with due skill, care and diligence in the best interests
of its clients and shall ensure that its advice is offered after thorough analysis and taking
into account available alternatives.
79
Inserted by the by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain
Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.
80
Substituted for the words “prescribed at paragraph 2 above” by the SEBI (Investment Advisers) (Amendment)
Regulations, 2021, w.e.f. 01-04-2021.
81
Substituted for the symbol “.” by the SEBI (Investment Advisers) (Amendment) Regulations, 2021, w.e.f. 01-
04-2021.
82
83
by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries)
(Amendment) Regulations, 2016 w.e.f. 08-12-2016.
32
3. Capabilities
An investment adviser shall have and employ effectively appropriate resources and
procedures which are needed for the efficient performance of its business activities.
4. Information about clients
An investment adviser shall seek from its clients, information about their financial
situation, investment experience and investment objectives relevant to the services to
be provided and maintain confidentiality of such information.
5. Information to its clients
An investment adviser shall make adequate disclosures of relevant material information
while dealing with its clients.
6. Fair and reasonable charges
An investment adviser advising a client may charge fees, subject to any ceiling as may
be specified by the Board 84[***]. The investment adviser shall ensure that fees charged
to the clients is fair and reasonable.
7. Conflicts of interest
An investment adviser shall try to avoid conflicts of interest as far as possible and when
they cannot be avoided, it shall ensure that appropriate disclosures are made to the
clients and that the clients are fairly treated.
8. Compliance
An investment adviser including its 85[partners, principal officer and persons associated
with investment advice] shall comply with all regulatory requirements applicable to the
conduct of its business activities so as to promote the best interests of clients and the
integrity of the market.
9. Responsibility of senior management
The senior management of a body corporate which is registered as investment adviser
shall bear primary responsibility for ensuring the maintenance of appropriate standards
of conduct and adherence to proper procedures by the body corporate.
84
The words “if any” was omitted by the SEBI (Investment Advisers) (Amendment) Regulations, 2020, w.e.f.
30-09-2020.
85
Substituted for the words “representative(s)” by the SEBI (Investment Advisers) (Amendment) Regulations,
2020, w.e.f. 30-09-2020.
33

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THE GAZETTE OF INDIA

SECURITIES AND EXCHANGE BOARD OF INDIA

(INVESTMENT ADVISERS) REGULATIONS, 2013

No. LAD-NRO/GN/2012-13/31/1778.-In exercise of the powers conferred by sub-section (1)

Short title and commencement.

Application for grant of certificate.

Exemption from registration.

Furnishing of further information, clarification and personal representation.

Consideration of application and eligibility criteria.

24[Qualification and certification requirement.

Grant of certificate of registration.

Procedure where registration is refused.

Recognition of body or body corporate for regulation of investment advisers.

16. Investment adviser shall ensure that,-

17. Investment adviser shall ensure that,-

Appointment of compliance officer.

Redressal of client grievances.

39[Implementation of advice or execution.

Board’s right to inspect.

Notice before inspection.

Obligation of investment adviser on inspection.

Submission of report to the Board.

Action on the inspection report.

Liability for action in case of default.

POWER TO RELAX STRICT ENFORCEMENT OF THE REGULATIONS

Exemption from enforcement of the regulations in special cases.

Power of the Board to issue clarifications etc.

Securities and Exchange Board of India

Securities and Exchange Board of India

II. In case applicant is a company:

III. In case applicant is a partnership firm or a limited liability partnership:

For and on behalf of ____________________________________________________

Securities and Exchange Board of India

II. The Registration Number of the investment adviser is

Securities and Exchange Board of India (Investment Advisers) Regulations, 2013

CODE OF CONDUCT FOR INVESTMENT ADVISER

1. Honesty and fairness

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