IRDAI’s Master Circular of 2 November 2026 replaces two 2024 circulars on insurer registration, capital and share transfers. It records the Regulation 22(4) proviso fee cut from Rs 50 lakh to Rs 10 lakh, sets a 30-day filing after a merger scheme and details the 15-day capital filing. In force 2 November 2026.
Meridian Life Insurance Ltd is an insurer. Kestrel Holdings plans to buy more than half of its paid-up equity from existing shareholders. Meridian also allots subordinated debt (a debenture or other debt instrument IRDAI permits), and later takes over a smaller insurer, Harbor General, under a scheme approved by the NCLT.
| Kestrel’s share purchase (more than 50% of paid-up equity) | Prior IRDAI approval on Form IRDAI/ToS, filed by Meridian and signed by its CEO. Fee under the Regulation 22(4) proviso: Rs 10 lakh plus taxes |
|---|---|
| Allotment of subordinated debt | Meridian sends IRDAI the allotment details within 15 days of the allotment date, with a CEO confirmation |
| Takeover of Harbor General is implemented | Meridian, as transferee insurer, sends the newspaper notice, CEO confirmation and auditor’s certificate within 30 days |
What is the legal framework for registering and restructuring an insurer?
The Insurance Act, 1938 is the parent law. Section 6A deals with capital structure and share transfers. The Act says an insurer’s capital must be equity shares plus “such other form of capital, as may be specified by the regulations”. A company must not register a transfer of shares if the buyer’s holding is likely to go above five per cent of paid-up capital, unless IRDAI approved the transfer first. Section 35 covers amalgamation (merger) and transfer of insurance business, and section 34 lets IRDAI issue directions.
Using its powers under the Insurance Act and the IRDA Act, 1999, IRDAI made the IRDAI (Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers) Regulations, 2024 (the “2024 Regulations”). Their stated objective is to simplify registration, share transfers, other forms of capital, amalgamation and listing. They were amended in 2026; IRDAI’s consolidated copy is titled as incorporating amendments up to 30 July 2026.
Key terms. A No-objection Certificate (NOC) is the clearance a company needs before it can be incorporated with “insurance” in its name. Transfer of shares means ownership of an insurer’s shares changing hands. Other forms of capital, as defined in the 2024 Regulations, means preference share capital or subordinated debt. Amalgamation is the merger of one insurer into another.
What does this master circular do, and what is new?
This master circular specifies the forms the 2024 Regulations refer to and clarifies various provisions. Schedule I repeals the 2024 master circular on the same subject (IRDAI/F&I/CIR/Misc/78/5/2024, dated 15 May 2024) and the circular on Subscribers to Other Forms of Capital (IRDAI/F&I/CIR/Misc/119/9/2024, dated 6 September 2024).
We did not compare it line by line with the 2024 text, so this post covers only what the new document says.
FEE BEFORE THE 2026 AMENDMENT
Rs 50 lakh under the proviso to Regulation 22(4), as the circular describes the earlier position.
FEE NOW
Rs 10 lakh under that proviso. Fees paid earlier are not refundable.
The consolidated Regulations show Rs 5 lakh plus taxes for every application, and Rs 10 lakh where the transfer exceeds fifty percent of paid-up equity.
Two post-event filings carry clocks. For the merger scheme, Regulation 34(6) leaves the time “as may be specified”, and the circular specifies 30 days. For other forms of capital, Regulation 45 itself says 15 days from allotment; the circular adds the details to be filed and the CEO confirmation.
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Scheme implementedClause C.3, Regulation 34(6)
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Other forms of capital allottedClause D.1, Regulation 45
Who is affected, and what should you do?
Insurers (all, except Foreign Reinsurer’s Branches)
Diarise the 15-day and 30-day clocks. Prepare CEO confirmations in the circular’s format beforehand.
Applicants for registration
Paragraph 3 covers applicants. Use Form IRDAI/NOC, and for R1 the letter and board resolutions in clause B.1.
Investors and promoters
Budget the fee and check whether the deal passes fifty percent. Form IRDAI/ToS asks for net worth and source of funds.
On employee stock options (ESOPs), Regulation 21 applies to listed insurers too. If key managerial personnel (KMPs) or directors exercise options beyond the section 6A(4)(b) threshold, prior approval is needed first.
Our reading: name an owner for each post-event filing. How the days are counted is a point to confirm with IRDAI’s Finance and Investment Department.
Which form goes with which event?
| Event | Form or filing | Regulation | Timing |
|---|---|---|---|
| Seeking a name clearance to start the registration route | Form IRDAI/NOC (Annexure 1), by email, post and online | 6(1)(b) | Before incorporation under such a name |
| Transfer of shares needing approval | Form IRDAI/ToS (Annexure 3) | Chapter IV (22(1)); circular B.1 cites 29(5) | Before the transfer |
| Merger or transfer of business | Notice of intention; then “in-principle” application | 31(1), 31(3) | Before approval |
| Scheme implemented | Notice, CEO confirmation, auditor certificate | 34(6) | Within 30 days |
| Other forms of capital allotted | Allotment details with CEO confirmation | 45 | Within 15 days |
For a merger notice, the circular lists an independent actuary’s report on the impact on the transferee insurer’s technical reserves, solvency, pricing and financial condition. The actuary must have had no professional connection with any party in the five years before signing.
What else should applicants and buyers know?
NOC fee. NOC applications filed before the 2026 amendment was notified carry no Regulation 6(1)(ba) fee; later ones must. The consolidated Regulations put it at Rs 10,000 plus taxes.
Transfer applications. Transferee details are not mandatory if unavailable or unascertainable. A Company Secretary-certified board resolution approving the capital issue or offer for sale must accompany it, and an IPO plan needs purpose, size and shareholding before and after listing.
When does it apply?
The circular is dated 2 November 2026 and applies from its date of issuance, the same day.
Legal basis
- Power used
- Section 34 of the Insurance Act, 1938; section 14 of the IRDA Act, 1999; Regulations 59 and 60 of the 2024 Regulations
- Parent law
- Insurance Act, 1938: sections 6A, 34, 35
- Regulations
- 2024 Regulations, as amended in 2026
Key facts
| Authority | IRDAI |
|---|---|
| Instrument | Master Circular on Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers, 2026 |
| Reference | IRDAI/F&I/CIR/MISC/142/11/2026 |
| Issue date | 2 November 2026 |
| Effective date | 2 November 2026 |
| Fee change | Proviso to Regulation 22(4): Rs 50 lakh to Rs 10 lakh; earlier payments not refundable |
| Post-event filings | 30 days after scheme implementation (C.3, specified by the circular); 15 days after allotment of other forms of capital (D.1, Regulation 45 sets the 15 days) |
| Last verified | 3 November 2026, against the three irdai.gov.in PDFs below |
| Applies to | All insurers except Foreign Reinsurer’s Branches; applicants for registration |
Frequently asked questions
Did the processing fee for every share transfer fall from Rs 50 lakh to Rs 10 lakh?
Not for every transfer. The cut is under the Regulation 22(4) proviso, which in the consolidated Regulations covers transfers above fifty percent of paid-up equity. The basic fee is Rs 5 lakh plus taxes. Earlier payments are not refundable.
Who has to send the 30-day filing after a merger or transfer of business?
The transferee insurer, which takes over the business. Within 30 days of implementing the scheme it sends IRDAI the newspaper notice, its CEO’s confirmation and a statutory auditor’s certificate (clause C.3).
Does the 15-day filing apply to every capital raise?
It applies to an insurer issuing preference share capital or subordinated debt, the two instruments the 2024 Regulations define as other forms of capital. The clock runs from the allotment date (clause D.1).
Does the circular apply to companies that are still applying for a licence?
Yes. Paragraph 3 applies it to all insurers except Foreign Reinsurer’s Branches, and to applicants seeking registration.
Sources (official)
- IRDAI Master Circular IRDAI/F&I/CIR/MISC/142/11/2026, Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers, 2026, 2 November 2026 https://irdai.gov.in/documents/37343/365525/Master+Circular+on+Registration%2C+Capital+Structure%2C+Transfer+of+Shares+and+Amalgamation+of+Insurers%2C+2026.pdf/90f65b79-1afa-80cc-be02-0a5dae81913a?version=1.0&t=1793627096547
- IRDAI (Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers) Regulations, 2024, consolidated up to 30 July 2026 https://irdai.gov.in/documents/37343/366405/Consolidated+IRDAI+%28Registration%2C+Capital+Structure%2C+Transfer+of+Shares+and+Amalgamation+of+Insurers%29+Regulations%2C+2024+incorporating+amendments+upto+30.07.2026.pdf/6a83119a-42e3-5421-c6cb-cf14acbe57dc?version=1.1&t=1787140222095
- Insurance Act, 1938 (updated with SBSR Act 2025) https://irdai.gov.in/documents/37343/366193/%E0%A4%AC%E0%A5%80%E0%A4%AE%E0%A4%BE+%E0%A4%85%E0%A4%A7%E0%A4%BF%E0%A4%A8%E0%A4%BF%E0%A4%AF%E0%A4%AE%2C+1938+%28%E0%A4%8F%E0%A4%B8%E0%A4%AC%E0%A5%80%E0%A4%8F%E0%A4%B8%E0%A4%86%E0%A4%B0+%E0%A4%85%E0%A4%A7%E0%A4%BF%E0%A4%A8%E0%A4%BF%E0%A4%AF%E0%A4%AE%2C+2025+%E0%A4%A6%E0%A5%8D%E0%A4%B5%E0%A4%BE%E0%A4%B0%E0%A4%BE+%E0%A4%85%E0%A4%A6%E0%A5%8D%E0%A4%AF%E0%A4%A4%E0%A4%A8%29+_+Insurance+Act+1938+%28updated+with+SBSR+Act+2025%29.pdf/68dfbb81-eb23-0e2b-4451-95d35c64607a?version=1.1&t=1782730546504
- India
- IRDAI
- Insurance Regulations
- Transfer of shares
- Amalgamation
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