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This Master Circular specifies forms and provides clarifications for the IRDAI (Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers) Regulations, 2024. It applies to all insurers, excluding foreign reinsurer branches, and applicants for insurance business registration. The circular details submission requirements for No-Objection Certificates, duplicate registration certificates, share transfers, and amalgamations. It also clarifies compliance for Employee Stock Option Plans, listing of equity shares, and annual fee payments. Insurers must follow the specified formats for returns and applications. This circular repeals the 2024 Master Circular on the same subject and the circular on Subscribers to Other Forms of Capital.
What you must do
Key dates
Who is affected
Thresholds
Exceptions
If you do not comply
Ask about this circular
भारतीय बीमा विनियामक और विकास प्राधिकरण
INSURANCE REGULATORY AND
DEVELOPMENT AUTHORITY OF INDIA
Ref: IRDAI/F&I/CIR/MISC/142/11/2026 Date: 02.11.2026
Master Circular on Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers, 2026
The Authority has notified the IRDAI (Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers) Regulations, 2024 (herein after referred to as “Registration Regulations, 2024”). The said Regulations have been amended vide the IRDAI (Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers) (Amendment) Regulations, 2026 (hereinafter referred to as Registration (Amendment) Regulations, 2026).
In exercise of the powers conferred by section 34 of the Insurance Act, 1938 (hereinafter referred to as “the Act”), section 14 of the IRDA Act, 1999 and Regulation 59 and 60 of Registration Regulations, 2024, the Authority hereby issues this Master Circular to specify various forms as referred in the Registration Regulations, 2024 and to provide clarifications on various provisions of the Registration Regulations, 2024.
This Master Circular shall come into force from the date of its issuance and shall be applicable to all Insurers (excluding Foreign Reinsurer’s Branches) and applicants seeking registration to carry on insurance business.
This has approval of the Competent Authority.
Sd/-
Mahesh Agarwal
Chief General Manager
Survey No. 115/1, Financial District, Nanakramguda, Hyderabad – 500032
Phone: 040-20204000, Web: www.irdai.gov.in
Table of Contents
| Chapter | Description | Page No. |
|---|---|---|
| I | Applications to be submitted | 3 |
| II | Clarifications, Submission of Returns and Transitory Provisions | 4 |
| Schedule I – List of Repealed Circulars | 10 | |
| Annexure – 1: Form IRDAI/NOC | 11 | |
| Annexure – 2 :Form IRDAI/R4 | 12 | |
| Annexure – 3 :Form IRDAI/ToS: Application for approval u/s 6A | 13 |
A.1 No-objection Certificate (NOC) [refer Regulation 6(1)(b) of Registration Regulations, 2024]:
The application for issuance of No-Objection Certificate (NOC), as referred in Regulation 6(1)(b) of Registration Regulations, 2024 shall be in the form IRDAI/NOC as per Annexure 1. The application shall be submitted to IRDAI, at email ID registrations-cell@irdai.gov.in. Further, physical copy of the duly authenticated application shall also be sent to In-charge of Registration Cell at following address:
“In-charge, Registration Cell
Finance and Investment Department,
Insurance Regulatory and Development Authority of India,
Survey No. 115/1, Financial District, Nanakramguda,
Gachibowli, Hyderabad – 500032, Telangana, India”
The application may also be submitted online at IRDAI website i.e. www.irdai.gov.in [currently, the form to apply for NOC for ‘New Insurers Registration’ is placed under the ‘E-services’ section on the website of the Authority.]
B.1 Application for Issuance of Form IRDAI/R1 [refer Regulation 6(1)(c) of Registration Regulations, 2024]:
The application for issuance of Form IRDAI/R1, as referred in Regulation 6(1)(c) of Registration Regulations, 2024 shall be made on the letter head of the applicant, duly signed by its authorized person and shall be accompanied with the following documents:
C.1 Format of Form IRDAI/R4, as referred to in Regulation 57 of Registration Regulations, 2024, is at Annexure 2.
D.1 Format of Form IRDAI/ToS, as referred to in Chapter IV of Registration Regulations, 2024 is at Annexure 3.
A.1 With respect to Regulation 21: With regard to shares allotted pursuant to Employee Stock Option Plan (ESOP) or any other similar scheme for the benefit of the employees or directors of the insurer, the following shall be complied with:
A.2 Regulation 21 of the Registration Regulation, 2024 shall be applicable to all insurers including the insurers having its equity shares listed on the stock exchange(s). The insurer shall put-in place necessary mechanism to ensure compliance with the said Regulations including necessary communication with stock exchange(s) and capital market intermediaries such as Registrar and Transfer Agent or Depository Participant. It shall be duty of the concerned insurer to ensure compliance with the said Regulation.
B.1 With respect to Regulation 29(5) of Registration Regulations, 2024: The insurer shall submit the application seeking prior-approval for transfer of shares as per the form IRDAI/ToS, as specified in Annexure-3 of this Circular, subject to following additional requirements:
| S. No. | Name of Shareholder* | Promoter / Investor | Country of Incorporation / Citizenship | Existing Shareholding Pattern | Proposed Shareholding Pattern after listing | ||
|---|---|---|---|---|---|---|---|
| No. of shares | Percent of equity | No. of shares | Percent of equity | ||||
| held | held | held | held | ||||
| 100% | 100% | ||||||
*To be submitted separately for shareholders holding more than 1% of paid-up equity capital.
B.2 With respect to Regulation 29(7) of Registration Regulations, 2024: The insurer shall submit intimation that it shall be approaching the appropriate financial sector regulator for listing of equity shares. Along with the said intimation, the insurer shall submit the following confirmation:
