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Industry Specific - Insurance Central Ministry of Finance Insurance Act, 1938

IRDAI issues Master Circular Regarding Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers, 2026

02-Nov-2026 | IRDAI/F&I/CIR/MISC/142/11/2026

IRDAI has issued Master Circular Regarding Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers, 2026 with effect from 2nd November 2026 Key Highlights are as follows :- 1. IRDAI has prescribed application formats for obtaining a No-Objection Certificate (NOC) in Form IRDAI/NOC, issuance of duplicate Certificate of Registration in Form IRDAI/R4 and approval for transfer of shares in Form IRDAI/ToS. The documents and Board Resolutions required for issuance of Form IRDAI/R1 have also been specified. 2. The Authority has clarified that exercise of Employee Stock Options (ESOPs), including shares issued through a separate trust, shall be subject to Section 6A(4)(b) of the Insurance Act, 1938. Prior approval of IRDAI shall be obtained where the exercise of ESOPs by one or more KMPs or Directors exceeds the prescribed threshold. These requirements shall also apply to listed insurers. 3. Insurers seeking prior approval for transfer of shares shall submit Form IRDAI/ToS along with the prescribed documents and Board Resolution. Insurers proposing an IPO shall furnish details of the IPO size, fresh issue, offer for sale and existing and proposed shareholding patterns. They shall also submit declarations confirming regulatory compliance and protection of policyholders' interests. 4. IRDAI has prescribed detailed documentation requirements for filing a Notice of Intention for amalgamation or transfer of insurance business. These include the draft scheme or agreement, financial statements, pro-forma financial statements, independent actuary's report, policyholder protection report, corporate structure, Board Resolutions, governance arrangements and details of operational changes. For more information kindly refer the attached document

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