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Securities law · SEBI and depositories

Depository Participant Registration with SEBI

Depository participant registration lets you open demat accounts and hold securities in electronic form for investors. You apply through NSDL or CDSL, and SEBI grants the certificate under the Depositories and Participants Regulations, 2018. Eligibility, net worth and systems are checked first.

SEBI DP Regulations 2018Apply via NSDL or CDSLForm F and Form GNet worth and staff checks
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What it is

A depository participant, or DP, is the agent of a depository. It opens demat accounts and holds securities electronically for investors. It also processes transfers and pledges. See how dematerialisation of shares works for the investor side. Banks, stock brokers and a few other regulated firms act as DPs. Registration is the SEBI certificate that lets you do this.

The governing law is the SEBI (Depositories and Participants) Regulations, 2018. Regulation 32 requires you to apply through the depository you wish to join, which is NSDL or CDSL. The depository forwards the application to SEBI within thirty days, and SEBI grants a certificate in Form G under Regulation 36.

Who it applies to

Stock brokers

A stock broker can become a DP if it meets the net worth test, ₹5 crore after the phased increase under the 2022 amendment, and has the systems and trained staff the depository asks for.

Banks, NBFCs and financial institutions

Public financial institutions, scheduled and foreign banks, NBFCs, securities custodians and clearing corporations are on the eligible list.

Registrars and share transfer agents

A registrar to an issue or share transfer agent with a net worth of ₹10 crore can apply. Our public limited company registration team can help if the structure needs a new entity.

Why it matters

It puts demat services under your roof

A broker in Faridabad whose clients open demat accounts elsewhere loses part of the relationship. As a DP, you keep it.

The checks are front-loaded

Net worth, staff, hardware and connectivity are examined before approval. A clean file means fewer queries.

The certificate has no fixed expiry

Regulation 36 keeps it valid until SEBI suspends or cancels it, but fee dates and code of conduct duties continue.

Documents required

Entity papers

  • Certificate of incorporation, MoA and AoA
  • SEBI registration as stock broker, RTA or similar, where applicable
  • PAN, registered office and shareholding details

Net worth and finance

  • Net worth certificate from a chartered accountant
  • Latest audited financial statements
  • Fee and security deposit arrangements

People, systems and staff

  • Fit and proper declarations of directors and key persons
  • Details of two trained staff, one NISM certified
  • Hardware, connectivity and operating policies

How it works

1

Check eligibility and net worth first

We confirm that your entity type is on the eligible list and that net worth meets the test for it, before you pay anything.

2

Prepare Form F and the annexures

We draft Form F and the supporting papers for the depository you choose, and fix gaps before filing.

3

Answer the depository and set up systems

The depository scrutinises the file. If it asks for more, you have seven days. You arrange hardware, connectivity and trained staff while we coordinate.

4

Obtain SEBI approval and pay fees

After SEBI’s in-principle approval you pay the registration fee and security deposit. SEBI then issues the certificate in Form G.

5

Sign the agreement and start

You sign the agreement with the depository, submit the master creation form and receive your DP-ID. We build the compliance calendar.

Timelines

30 days at the depository

Regulation 32 requires the depository to forward your application to SEBI within thirty days with its eligibility certification.

7 days for extra documents

CDSL asks you to supply any extra documents within seven days of its request.

Fee every five years

The registration fee falls due every five years starting from the sixth year. The certificate itself stays valid until suspended or cancelled.

What happens if you fall short

Application not forwarded

If net worth, staff or systems fall short, the depository will not forward the file, or SEBI will not grant the certificate.

Action for default

Regulation 92 applies the procedure of the SEBI (Intermediaries) Regulations, 2008 for contraventions, such as failing to furnish information.

Certificate suspended or cancelled

Because the certificate runs until SEBI suspends or cancels it, breaches of the code of conduct under Regulation 37 put it at risk.

Frequently asked questions

Who is eligible for depository participant registration?

The SEBI (Depositories and Participants) Regulations, 2018 allow public financial institutions, banks, foreign banks, state financial corporations, securities custodians, clearing corporations, stock brokers, NBFCs and registrars to an issue or share transfer agents, among others. You also need adequate systems and trained staff, and must be a fit and proper person. Send us your entity type and we will confirm where you stand.

What net worth does a stock broker need to become a DP?

A stock broker needs a net worth of ₹5 crore. SEBI’s 2022 amendment to Regulation 35 raised the figure in two steps: ₹3 crore within one year, then ₹5 crore within two years. Self-clearing members meeting the net worth in the Stock Brokers Regulations, 1992 are also eligible. We check your latest audited figures before applying.

How do I apply to become a DP?

You apply through the depository you want to join, NSDL or CDSL, because Regulation 32 requires the application to be filed through it. The depository must forward it to SEBI within thirty days with its certification of eligibility. CDSL’s process uses Form F with annexures. We prepare the form, the annexures and the reply to any query.

Which certificate does SEBI issue?

SEBI grants a certificate of registration in Form G of the First Schedule under Regulation 36. The certificate stays valid unless SEBI suspends or cancels it. The participant pays registration fees every five years starting from the sixth year. On receiving it, you sign an agreement with the depository and receive your DP-ID.

What does it cost to become a DP with CDSL?

CDSL’s published schedule lists a SEBI application fee of ₹15,000 plus 18% GST, a CDSL processing fee of ₹20,000, and an interest-free refundable security deposit of ₹5 lakh. Annual charges follow, including software maintenance of ₹40,000. NSDL has its own schedule, so we confirm current figures with the depository before you pay.

What staff and systems do I need?

CDSL requires at least two trained staff, of whom one must be NISM certified, plus hardware to its specifications and connectivity to the depository. You also need operating controls and safeguards that suit the activity. Hardware and connectivity come from technology vendors, and we coordinate the checklist so the review moves quickly.

How long is the certificate valid?

Regulation 36 makes the certificate valid until SEBI suspends or cancels it, so there is no fixed expiry. What recurs is the fee: the registration fee falls due every five years from the sixth year, and a small annual fee applies. We put each due date in your compliance calendar.

Can Taxhint get the DP certificate for me?

We prepare Form F and the annexures, coordinate with the depository, and reply to queries. The depository and SEBI decide, and nobody can promise a grant. Where the work needs a practising chartered accountant to certify net worth, a qualified professional signs it.

Pricing

What it costs

Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.

Fees from CDSL’s published schedule

ItemAmount
SEBI application fee₹15,000 plus 18% GST
CDSL processing fee₹20,000
Refundable security deposit₹5,00,000, interest free
SEBI registration fee₹2,00,000 plus GST every five years from year six
SEBI annual fee₹1,000 plus GST

NSDL publishes its own schedule. We confirm current figures with the depository before you pay.

Ready to begin?

Share your entity type and latest net worth, and we will tell you whether a DP registration is open to you and what to prepare.