IRDAI Update: Master Circular on Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers, 2026

S. No.

Stakeholders

(i.)

Insurance companies, including life, general and health insurance companies, along with their shareholders, directors and key managerial personnel.

(ii.)

Reinsurance companies.

(iii.)

Promoters seeking IRDAI insurance registration.

(iv.)

CAs, legal professionals and compliance officers working on initial public offering (IPO), mergers and share transfers of insurance companies.

S. 

No.

Application

Details

(i.)

No-objection Certificate (NOC)

(Refer Regulation 6(1)(b) of Registration Regulations, 2024)

The application for issuance of NOC shall be submitted in Form IRDAI/NOC, as per Annexure 1 of the Master Circular. 

The application shall be emailed to registrations-cell@irdai.gov.in. A duly authenticated physical copy shall also be provided to the In-charge of Registration Cell located in Hyderabad, India.

The application may also be filed online via official IRDAI website (www.irdai.gov.in). Currently, the form for applying for NOC for ‘New Insurers Registration’ is available under ‘E-services’ section of website.

(ii.)

Application for Issuance of Form IRDAI/R1

(Refer Regulation 6(1)(c) of Registration Regulations, 2024)

The application for issuance of Form IRDAI/R1 shall be made on the applicant's letterhead. 

Moreover, this application must be duly signed by its authorized person and accompanied by below-mentioned documents:

1. Copy of Certificate of Incorporation of applicant.

2. Copy of Memorandum of Association and Articles of Association of the applicant.

3. A resolution passed by Board of promoter(s) of applicant for:

a. Approval for entering into insurance business.

b. Authorization of a person to act on behalf of promoter(s).

4. A resolution passed by Board of applicant for:

a. Approval for entering into insurance business.

b. Authorization of a person to act on behalf of applicant.

(iii.)

Form IRDAI/R4

(Refer Regulation 57 of Registration Regulations, 2024)

The format of Form IRDAI/R4 is provided in Annexure 2 of Master Circular.

(iv.)

Form IRDAI/ToS

(Refer Chapter IV of Registration Regulations, 2024)

The format of Form IRDAI/ToS is provided in Annexure 3 of Master Circular.

S. No.

Particulars

Details / Clarifications

(i.)

A.1 With respect to Regulation 21

With regard to shares allotted under Employee Stock Option Plan (ESOP) or any scheme of a similar nature for employees / directors of insurer, the following rules shall be complied with:

1. Exercise of ESOP is subject to Section 6A(4)(b) of the Act read with Registration Regulations, 2024.

2. Where an insurer forms a specific trust for issuance of ESOPs to employees, the issue of shares to trust and exercise of options by employees shall also fall within the ambit of Section 6A(4)(b).

3. Where ESOP exercise by KMPs or Directors, singly or jointly, exceed prescribed threshold, prior approval of the Authority needs to be sought under Reg. 22.

(ii.)

A.2 Applicability of Regulation 21

Regulation 21 shall be applicable to all the insurers registered with the Authority. This regulation also applies to those insurers who have their equity shares listed on stock exchange(s). 

Insurers are required to have in place all the necessary mechanisms so as to ensure compliance, including communication with stock exchanges and capital market intermediaries such as Registrar and Transfer Agents or Depository Participants. 

The concerned insurer shall be responsible for ensuring compliance with the said Regulation.

(iii.)

B.1 With respect to Regulation 29(5)

The insurer shall submit an application for prior approval for transfer of shares in Form IRDAI/ToS, as specified in Annexure 3, along with the following:

1. Details of the transferee, if available. If unavailable or unascertainable, such details shall not be mandatory.

2. Board resolution, certified by the Company Secretary, approving the proposed issuance of capital/offer for sale.

3. Particulars of the proposed listing, including:

a. Purpose of IPO.

b. Size of IPO, including total amount, fresh issuance of shares and offer for sale by existing shareholders.
.

c. Shareholding pattern as per the format given in Master Circular.

(iv.)

B.2 With respect to Regulation 29(7)

The insurer shall intimate the Authority that it shall be approaching the appropriate financial sector regulator for listing of equity shares. The prescribed confirmation format under the Master Circular shall accompany the intimation.

(v.)

C.1 With respect to Regulation 31(1)

The Notice of Intention to make an application shall be filed along with required details and documents, including documents required u/s 35(3) of the Act, agreements/schemes, synopsis/executive summary of the proposed transaction and its terms, financial reports, report on protection of policyholders' interests, etc.

(vi.)

C.2 With respect to Regulation 31(3)

The application seeking in-principle approval of IRDAI shall be filed on insurer's cover letter along with necessary proofs and details prescribed under Master Circular. 

This includes proof of payment of processing fees under Regulation 36 and details of changes in information submitted with Notice of Intention.

(vii.)

C.3 With respect to Regulation 34(6)

Within 30 days of implementation of the scheme, the transferee insurer shall furnish necessary documents and information to IRDAI. 

These include a copy of newspaper notice regarding completion of the process under Regulation 34(5) and CEO's confirmation that the scheme has been implemented in compliance with relevant laws as well as conditions stipulated by NCLT and other statutory/regulatory bodies.

(viii.)

D.1 With respect to Regulation 45

The insurer issuing instruments under Registration Regulations, 2024, shall submit certain details within 15 days from date of allotment.

These details include Name of insurer, Date of issuance of Other Forms of Capital (OFC) and Details of OFC.

(ix.)

E.1 Payment of Annual Fee [Regulation 56]

After issuance of the Certificate of Registration, the insurer shall remit the annual fee under Regulation 56(2) for the following:

1. The financial year in which Certificate of Registration is granted.

2. The succeeding financial year, if certificate is granted on / after 31 January of financial year.

If certificate is granted before 31 January, the annual fee shall be remitted in accordance with Regulation 56.

(x.)

F.1 With respect to Regulation 58(1)(a)

The insurer may voluntarily surrender its Certificate of Registration and request IRDAI to cancel it in the below-mentioned cases:

1. Where its business or a class of business has been transferred to any person pursuant to an IRDAI order.

2. Where its business or a class of business has been transferred to or amalgamated with another insurer after obtaining IRDAI approval.

3. Where insurer is unable to commence operations within stipulated time after IRDAI has granted Certificate of Registration.

(xi.)

G.1 Transitory Provisions - NOC Processing Fee

Applications for issuance of NOC filed prior to notification of Registration (Amendment) Regulations, 2026 shall not attract processing fees under Regulation 6(1)(ba). 

However, the applications filed thereafter shall be accompanied by prescribed application processing fee.

(xii.)

G.1 Transitory Provisions - Share Transfer Processing Fee

The Registration (Amendment) Regulations, 2026 reduced processing fee under Regulation 22(4) from Rs. 50 lakh to Rs. 10 lakh. 

The insurance regulator has clarified that processing fees paid before notification of this amendment shall be non-refundable.

(xiii).

H.1 Submission of Returns under Regulation 27(1)

The shareholding pattern and ‘fit and proper’ declaration shall be submitted as per formats and periodicity specified in Master Circular on Submission of Returns.

(xiv.)

I.1 Financial Action Task Force Compliant Jurisdiction

The term shall carry the same meaning as assigned in Note (i) to Para 47 of RBI (Non-Banking Financial Companies – Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025, as amended from time to time.

Disclaimer: This blog post is solely for general informational purposes. While the author has made every effort to ensure the accuracy of the information provided in this post, the rules and regulations are subject to change. Therefore, our readers are advised to verify the latest information through official government websites or professional consultants.