SEBI Underwriter Registration: How Underwriting Is Licensed Today
SEBI underwriter registration as a standalone licence no longer exists. SEBI repealed the Underwriters Regulations, 1993 in March 2021, and underwriting now sits inside the merchant banker and stock broker licences. We tell you which route fits and prepare the file.
What it is
An underwriter agrees to subscribe to the unsubscribed part of a public issue, so the issuer is sure of raising its money. Until 2021 SEBI registered underwriters separately under the SEBI (Underwriters) Regulations, 1993. SEBI’s own board paper recorded that only two entities had ever taken that registration.
SEBI therefore repealed the regulations in March 2021 and moved the underwriting rules into the Merchant Bankers and Stock Brokers Regulations. Today there is no “underwriter certificate” to apply for. You hold a SEBI merchant banker or stock broker registration and underwrite under it, within its net worth and record-keeping conditions. A merchant banker applies to SEBI; a broker applies through a recognised stock exchange.
Who it applies to
Companies planning to underwrite issues
If your business plan is to underwrite IPOs, rights issues or follow-on offers, the real question is which registration you need. A merchant banker licence is the usual home for issue-management and underwriting work.
Existing stock brokers
A registered stock broker can underwrite without a separate certificate, but only out of its own net worth and within the 20x cap. Say a Faridabad broking firm has ₹3 crore of net worth and wants a mandate. Its ceiling is ₹60 crore of obligations. We check whether your books support what you want to take.
Existing merchant bankers
The revised merchant banker framework in force from 3 January 2026 raises net worth and staffing conditions. Underwriting is capped by the same liquid net worth, so recategorisation matters to you.
Why it matters
You avoid a dead-end application
Searches for SEBI underwriter registration lead many founders to old forms. Filing under a repealed regulation wastes fees and months, so we start with the live route.
Your capacity is fixed by net worth
Total underwriting obligations cannot exceed twenty times your net worth. Here is the catch: a thin balance sheet limits the issues you can take, so we model the ceiling before you commit to a mandate.
SEBI scrutiny is continuous
Records, auditor reports and every underwriting agreement can be inspected. A tidy compliance calendar costs far less than a show-cause reply.
Old regime versus today
The table shows what changed. Old figures are given only so you can recognise outdated advice when you meet it.
| Point | Underwriters Regulations 1993 (repealed) | Today |
|---|---|---|
| Separate licence | Yes, certificate under Form A | No; underwrite under a merchant banker or stock broker registration |
| Net worth | ₹20 lakh for the underwriter | Cap of 20 times net worth on total obligations; merchant banker net worth rules apply |
| Merchant banker net worth | Not linked | Category I raised from ₹6.25 crore to ₹12.5 crore and Category II from ₹1.875 crore to ₹2.5 crore by 2 January 2028 |
| Subscription duty | 45 days from intimation | 45 days from intimation for stock brokers |
| Application route | Directly to SEBI | Merchant banker: SEBI portal. Stock broker: through a recognised exchange |
Documents required
Entity documents
- Certificate of incorporation, MOA and AOA
- PAN, GST and registered office proof
- Latest audited financial statements
Net worth and people
- Net worth certificate signed by a practising CA
- Details of directors and key staff, with experience
- NISM certificates where the framework requires them
Business and compliance
- Business plan and underwriting policy
- Infrastructure and compliance officer details
- Fit and proper declarations and fee proof
How it works
Pick the right registration
We map your plan to a merchant banker or stock broker registration, or confirm that you already hold one that covers underwriting.
Test net worth and staffing
We test your liquid net worth, qualified staff and compliance officer against the current conditions, and tell you the gap, if any.
Prepare and file the application
We draft the forms and the supporting pack, and file on the SEBI portal or through your exchange, then answer queries.
Build the underwriting record
After registration we help you structure the underwriting agreement file, net worth monitoring and the periodic certificates.
Timelines
Merchant banker recategorisation
Existing merchant bankers must self-classify and notify SEBI by 2 January 2027, with CA-certified net worth.
Net worth step-up
The higher liquid net worth and the 20x underwriting cap apply in full from 2 January 2028.
Subscription after devolvement
When called upon, an underwriter must subscribe within 45 days of the intimation.
What happens if you underwrite without the right registration
Action under the SEBI Act
Acting as an intermediary without a valid certificate invites penalties and directions under the SEBI Act, 1992. SEBI can bar you from the market.
Exposure above the cap
Obligations above twenty times net worth breach the conditions. SEBI can inspect your books and ask for a corrective plan.
Missed subscription
Failing to take up devolved shares within 45 days is a breach of your underwriting agreement as well as the regulations.
Frequently asked questions
Can I still get a SEBI underwriter certificate?
No. SEBI repealed the SEBI (Underwriters) Regulations, 1993 in March 2021, so there is no separate underwriter certificate to apply for. Underwriting is now done under a merchant banker or stock broker registration. If someone quotes you a fee for an underwriter certificate, ask them which regulation it comes under. We will help you find the right route.
Which registration lets me underwrite a public issue?
A SEBI-registered merchant banker or stock broker can underwrite without any separate certificate. Merchant bankers are the usual choice for issue work, while brokers underwrite out of their own net worth. We compare both against your plan, capital and staff and recommend one before any fee is paid.
What is the 20x net worth rule?
Total underwriting obligations under all agreements cannot exceed twenty times the net worth. A broker with a ₹1 crore net worth could therefore hold obligations up to ₹20 crore. For merchant bankers, the cap runs on liquid net worth and applies in full by 2 January 2028. We help you track it.
How much net worth do merchant bankers need now?
Category I merchant bankers must lift liquid net worth from ₹6.25 crore to ₹12.5 crore, and Category II from ₹1.875 crore to ₹2.5 crore, by 2 January 2028. Existing bankers must self-classify and notify SEBI by 2 January 2027. We prepare the CA-certified figures and the notice so you stay on time.
What net worth does a stock broker need?
Under the SEBI (Stock Brokers) Regulations, 2026, notified on 7 January 2026, a trading member needs ₹1 crore, a self-clearing member ₹5 crore and a clearing member ₹15 crore. The application fee is ₹50,000 and the application goes through a recognised exchange. We prepare the file and track the exchange recommendation.
Do old registrations under the 2026 broker rules need renewal?
No. Registrations granted under the 1992 broker regulations are deemed granted under the 2026 regulations, so existing brokers do not re-register. You must still meet the current net worth and compliance conditions. We can review your standing against the new rules and fix any gap before SEBI asks.
How long does the registration take?
Timing depends on the route and on how complete your application is. For a broker, the exchange forwards its recommendation to SEBI within 30 days of receiving the application. SEBI’s own review follows. A clean file with a net worth certificate and staff details shortens the back-and-forth.
Who signs the net worth certificate?
A practising chartered accountant certifies the net worth. Taxhint prepares the working papers, the schedules and the application, and coordinates with the CA who signs. That keeps the certificate independent and acceptable to SEBI and the exchange. We will line up the signing professional as part of the plan.
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.
Government charges depend on the route: the stock broker application fee under the 2026 regulations is ₹50,000, and merchant banker fees are set by SEBI’s regulations. We confirm the exact amounts for your category before you file.
Ready to begin?
Tell us your plan and we will confirm the registration route, the net worth you need and the documents to start.