Insurance Regulatory and Development Authority of India (Transfer of Equity Shares of Insurance Companies) Regulations, 2015
Published vide Notification No. F. No. IRDA/Reg/3/93/2015, dated 15.04.2015
Last Updated 12th July, 2021 [act3910]
Chapter I
1. Short title and commencement. - (1) These regulations may be called Insurance Regulatory and Development Authority of India (Transfer of Equity Shares of Insurance Companies) Regulations, 2015. (2) They shall come into force on the date of their publication in the Official Gazette. 2. Definitions. - In these regulations, unless the context otherwise requires, -(a) "Act" means the Insurance Act, 1938 (4 of 1938);
(b) "Authority" means the Insurance Regulatory and Development Authority of India established under sub-section (1) of section 3 of the Insurance Regulatory and Development Authority Act, 1999 (41 of 1999);
(c) "Transfer of Shares" includes transfer of shares from existing shareholder to another person and includes transmission and fresh issuance of the equity shares which lead to change in the shareholding pattern of an insurance company;
(d) "Shareholding Pattern" means the shareholding pattern which was approved by the Authority at the time of grant of certificate of registration or at any subsequent time;
(e) "Indian promoter" means a person defined as "Indian Promoter" in the Insurance Regulatory and Development Authority (Registration of Indian Insurance Companies) Regulations, 2000;
(f) "Investor" means a person who is otherwise eligible to invest in the equity shares of insurance companies and includes a foreign investor as defined in Indian Insurance Companies (Foreign Investment) Rules, 2015;
(g) All words and expressions used herein and not defined in but defined in the Insurance Act, 1938 (4 of 1938), or in the Insurance Regulatory and Development Authority Act, 1999 (41 of 1999), shall have the meanings respectively assigned to them in the those Acts.
Chapter II
Transfer of Shares
3. Registration of Transfer. - No registration of transfer of shares or issue of equity capital of an insurance company which would result in change in the shareholding shall be made, where,a. after the transfer, the total paid up holding of the transferee in the shares of the insurance company is likely to exceed five percent of its paid up capital, or
b. the nominal value of the shares intended to be transferred by any individual, firm, group, constituents of a group, or body corporate under the same management, jointly or severally exceeds one percent of the paid up equity capital of the insurance company, unless the previous approval of the Authority has been obtained for the said transfer.
4. Application for Transfer. - The application seeking prior approval of the Authority under the provisions of Section 6A of the Insurance Act, 1938 shall be made in Form A. The Application shall be accompanied by the requisite documents and the details of the transferee as specified in Form B providing complete details of the proposed transferee, its financial strength, sources of funds from which the proposed investment is intended to be made, and such other information as may be prescribed by the Authority. 5. Declaration on Beneficial Shareholding. - The application for transfer of shares shall be accompained by a declaration from the proposed shareholder whether the shares are proposed to be held for his own benefit or as a nominee, whether jointly or severally, on behalf of others and in the latter case giving the name, occupation and address of the beneficial owner or owners, and the extent of the beneficial interest of each. 6. Due Diligence. - The Authority shall carry out the requisite due diligence of the proposed transferee prior to grant of approval for registration of transfer of shares under the provisions of Section 6A (4) of the Insurance Act, 1938, or for issue of shares to the proposed transferee.Chapter III
Condition for Approval
7. Indian Promoters. - The Indian promoters shall hold shares in an insurance company as approved by the Authority. Provided that the Authority shall, while according its approval, prescribe such conditions on promoters as it may consider appropriate, including but not limited to:a. Minimum lock in period;
b. Infusion of additional capital in proportion of its shareholding or otherwise, at periodic intervals to ensure that the insurance company is compliant with the regulatory solvency requirements at all times; and
c. Compliance with all regulatory stipulations imposed on the promoters while granting R3 under the IRDA (Registration of Indian Insurance Companies) Regulations, 2000 to the said insurance company.
8. Foreign Investors. - The Foreign investors shall hold shares in an insurance company in accordance with the provisions of Indian Insurance Companies (Foreign Investment) Rules, 2015. Provided that the Authority, while according its approval, may prescribe such conditions as it may consider appropriate, including but not limited to:a. Minimum lock in period;
b. Infusion of additional capital in proportion of its shareholding at periodic intervals to ensure that the insurance company is compliant with the regulatory solvency requirements at all times; and
c. Compliance with all regulatory stipulations imposed on the promoters while granting R3 under the IRDA (Registration of Indian Insurance Companies) Regulations, 2000 to the said insurance company.
9. Ceiling on holdings of Indian Investors. - The Investors excluding the foreign investors shall hold shares in an insurance company subject to the following conditionsa. Where there are one or more investors in an insurance company, no investor shall hold shares in an insurance company exceeding ten per cent of the paid up equity share capital of such insurance company.
b. All investors as indicated at a. above, jointly shall not hold more than twenty five percent of paid up equity share capital of the insurance company.
10. Interpretation. - The interpretation of these regulations shall be that of the Authority, whose decisions on all issues shall be binding on all applicants.Form A
Application for approval of transfer of the shares in terms of Section 6A of the Insurance Act, 1938
1. In terms of IRDA (Registration of Indian Insurance Companies) Regulations, 2000, ......................... (Name of the insurance company) has been granted Certificate of Registration No....... on ...... (date) to carry on ........... (Life Insurance/ General Insurance/ Health Insurance/ Reinsurance) business. 2. The shareholding of the insurance company at the time of grant of certificate of registration was under
Sl. No. |
Promoter / Shareholder |
No. of shares held |
Per cent of total shareholding |
Lock-in-period (No. of years) |
Lock-in period ends on (Date) |
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1. .......... |
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2. .......... |
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3. ........... |
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Sl. No. |
Promoter/ Shareholder |
No. of shares held |
Per cent of total shareholding |
Lock-in-period (No. of years) |
Lock-in period ends on (Date) |
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Sl. No. |
Existing Promoter/ Investors |
No. of Shares held |
Per cent of Existing Shareholding |
New Promoter/ Investors |
No. of Share held post Transfer/ Allotment |
Per cent of Shareholding Post Transfer/ Allotment |
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(Signature )
Chief Executive Officer/Chairman
(Name of the Insurance Company)
Form- B
Sl. No. |
Particulars |
Remarks |
1. |
Name of the Proposed Transferee : |
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2. |
Legal Form / Status : |
Individual / LLP/ Partnership firm / Corporate Entity / Co-operative Society/ Bank/ Financial Institution/ Any other (pl specify) |
3. |
No. and Date of Incorporation : |
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4. |
Permanent Account Number under the Income Tax Act and name and address of Income Tax Circle |
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5. |
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Investor/Promoter |
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6. |
Letter of Consent of proposed Transferee
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7. |
Copies of requisite approvals by the relevant jurisdiction / sector regulator as applicable |
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8. |
Copies of requisite approvals under Foreign Exchange Management Act, 2000 (FEMA) |
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9. |
Copies of requisite approvals, if any under the provisions of Competition Commission of India. |
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10. |
Letter of Consent of the proposed Transferee confirming compliance with all stipulations as may be laid down by the Authority. |
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11. |
Confirmation from the insurance company (applicable only in case of unlisted entities) indicating concerns, if any, on the revised shareholding pattern. |
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12. |
Board Resolution of the applicant company seeking to issue shares, if applicable |
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13. |
Fit and Proper
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14. |
Details of any Agreement in place / proposed to be entered into with the insurance company. |
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15. |
Declaration for the Beneficial ownership: A declaration by the transferee as to whether he proposes to hold the shares for his own benefit or as nominee, whether jointly or severally, on behalf of others and in the latter case giving the name, occupation and address of the beneficial owner or owners, and the extent of the beneficial interest of each. |
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Where the Indian Insurance Company has Foreign investment, status of compliance of regulation 5A of Insurance Regulatory and Development Authority (Registration of Indian Insurance Companies) Regulations, 2000. (please attach a brief note on the same)] |
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Where the Foreign investment in an Indian Insurance Company exceeds or shall exceed 49 percent, status of compliance of regulation 5B of Insurance Regulatory and Development Authority (Registration of Indian Insurance Companies) Regulations, 2000. (please attach a brief note on the same)] |
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18. |
Documents pertaining to the proposed Transferee (as applicable) : |
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