IRDAI issues a master circular on insurer registration, share transfers and amalgamation
TaxByKK · Compliance News · taxbykk.com2 Nov 2026
In short
IRDAI has issued a Master Circular that brings together the forms and clarifications under its Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers Regulations, 2024, as amended in 2026. It applies to all insurers except foreign reinsurers' branches and to applicants for registration, and came into force on 2 November 2026.
- Authority
- IRDAI, Finance and Investment Department
- Circular
- IRDAI/F&I/CIR/MISC/142/11/2026 dated 2 November 2026
- Type
- Master Circular
- Effective from
- 2 November 2026 (date of issue)
- Law
- Insurance Act, 1938, section 34; IRDA Act, 1999, section 14; Registration Regulations 2024, regulations 59 and 60
- Forms
- IRDAI/NOC, IRDAI/R4 and IRDAI/ToS (application for approval of transfer of shares under section 6A)
What changed
| Item | Before | Now |
|---|---|---|
| Application for a No-Objection Certificate (regulation 6(1)(b)) | — | Form IRDAI/NOC, by email and by authenticated hard copy to the Registration Cell, or online |
| Transfer of shares, including before a listing (regulation 29(5)) | — | Prior approval on Form IRDAI/ToS, with the certified board resolution and details of the IPO and shareholding |
| ESOP exercise by directors and KMPs (regulation 21) | — | Prior IRDAI approval where the exercise crosses the section 6A(4)(b) threshold, including shares issued to an ESOP trust |
| Listing (regulation 29(7)) | — | Intimation with a declaration signed by the MD or CEO covering offer-document accuracy, disclosure of regulatory action and policyholder interest |
| Amalgamation or transfer of business (regulation 31(1)) | — | Notice of intention with the draft scheme, agreements, a synopsis and audited financial statements of each party |
The circular also includes returns, transitory provisions and a schedule of repealed circulars. It is 17 pages; this story lists the main points, and the PDF has the forms.
Who it applies to
- Life, general, health and reinsurance companies, and promoters seeking an insurance registration
- Company secretaries and compliance officers of insurers
- Lawyers and CAs working on insurer IPOs, share transfers and mergers
What to do
- Use Form IRDAI/NOC and the listed documents for any new registration application.
- File Form IRDAI/ToS, with the certified board resolution, before a share transfer that needs prior approval.
- Seek prior approval where ESOP exercise by directors or KMPs crosses the section 6A(4)(b) limit.
- Check the Schedule of repealed circulars so you no longer rely on them.
Reference
IRDAI Master Circular on Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers, 2026, Ref. IRDAI/F&I/CIR/MISC/142/11/2026, 2 November 2026.
Read the official PDF: IRDAI master circularWritten by TaxByKK from the official notification. Check the official text before you act on it.
Frequently asked questions
What does IRDAI's 2026 master circular on registration and capital structure cover?
The forms and documents for insurer registration, prior approval of share transfers, ESOP exercise by directors and KMPs, listing and amalgamation, under the Registration Regulations, 2024.
From when does it apply?
From 2 November 2026, the date of issue.
Which form is used to seek approval for a transfer of shares of an insurer?
Form IRDAI/ToS (Annexure 3 of the master circular).