SEBI Stock Broker Regulation

On 7-1-2026, the Securities and Exchange Board of India (‘SEBI’) issued a notification implementing the SEBI (Stock Brokers) Regulations, 2026, a framework to govern the registration, obligations, and responsibilities of stock brokers and clearing members in India’s securities market.

These Regulations came into effect on 7-1-2026.

Key Points:

  1. This Regulation is framed under the provisions of SEBI Act, 1992, aiming to establish framework for:

    • Registration of stock brokers and clearing members.

    • Their operational obligations and general responsibilities.

    • Matters connected or incidental to these activities

  2. With the commencement of the SEBI Stock Broker Regulations, the SEBI (Stock Brokers) Regulations, 1992 is repealed.

  3. A SEBI-registered stock broker can act as a clearing member, and a SEBI-registered clearing member can act as a stock broker, in any segment with the respective corporation or exchange’s approval, without separate registration.

  4. Chapter II lays down the detailed procedure for registration of stock brokers, specifying the application process, eligibility criteria, and conditions under which SEBI may grant or refuse a certificate of registration.

  5. A person can act as a Stock Broker unless registered and registration is applicable to:

    • Any person intending to act as a stock broker will have to apply to SEBI through a recognised stock exchange, either electronically or otherwise.

    • Applications will be accompanied by the prescribed fees (Chapter IX).

    • The recognised stock exchange examines the applicant’s eligibility under relevant Acts, regulations, and its own bye-laws.

    • Within 30 days, the exchange forwards the application with its recommendation to SEBI.

    • Once registered, a broker may operate in any recognised stock exchange or segment, subject to exchange approval.

  6. Under Regulation 7-10, the Board will grant certificate to a stock broker.

  7. The conditions for granting or refusing a certificate require that a registered stock broker must:

    • Hold membership of a recognised stock exchange.

    • Abide by exchange rules, regulations, and bye laws.

    • Obtain SEBI’s prior approval for change in control.

    • Pay fees as prescribed.

    • Address investor grievances within 21 calendar days.

    • Follow the Code of Conduct (Chapter VIII).

    • Maintain minimum net worth (Chapter X).

    • Inform SEBI of any material change (e.g., control, directors, compliance officer, name, office, constitution, net worth, fit & proper status).

  8. Every stock broker under Regulation 15 will have to maintain, physically or electronically, detailed records including:

    • Register of transactions (Sauda Book).

    • Client ledgers and general ledger.

    • Journals, cash book, and bank statements.

    • Register of securities and depository records.

    • Copies of contract notes issued to clients.

    • Written client consents for principal contracts.

    • Margin deposit/collateral ledgers.

    • Client account opening forms.

    • Special provisions apply to brokers in the Execution Only Platform segment, with specified record keeping requirements.

  9. Every broker will be required to appoint a compliance officer responsible for:

    • Monitoring compliance with SEBI Acts, rules, regulations, and exchange bye laws.

    • Handling investor grievance redressal.

  10. The compliance officer will have to report non-compliance to the recognised stock exchange immediately.

  11. The responsibilities and obligations of a Stock Broker include:

  12. Protection of Client Funds and Securities

    • Segregating client money and securities from their own accounts.

    • Ensuring client funds are always available and not misused.

    • Following SEBI’s framework for collateral allocation and upstreaming of client funds.

    Risk Management & Internal Controls

    • Maintaining sound risk management systems to safeguard client assets.

    • Establishing adequate internal procedures and controls to manage risks effectively.

    • Complying with audit requirements.

    • Adhering to SEBI’s KYC Registration Agency Regulations, 2011.

    • Ensuring confidentiality of client details, except when disclosure is legally required or with client consent.

    ⮚ Implementing a robust cyber security framework to protect trading systems and client data.

    ⮚ Maintaining continuous enrolment on SEBI’s SCORES platform.

    ⮚ Registering on the Online Dispute Resolution (ODR) portal as mandated.

    ⮚ Following SEBI’s advertising code to ensure fair, transparent, and non-misleading communication.

    ⮚ Ensuring outsourced activities comply with SEBI’s guidelines to mitigate risks from third party service providers.

    ⮚ Abiding by all SEBI and exchange rules, circulars, and notifications.

    ⮚ Complying with the Investor Charter to uphold transparency and investor rights.

    ⮚ Faithfully executing client orders at the best available market price.

  13. Brokers will establish surveillance and internal controls to detect, prevent, and report fraud or market abuse, with documented policies, defined responsibilities, and regular compliance reviews.

  14. Any suspicious activity will be promptly reported to exchanges, supported by whistleblower protections, while the Audit Committee or Board remains accountable for enforcement.

  15. Chapter VIII deals with Code of Conduct, as follows:

    • Stock brokers will uphold integrity, fairness, and promptitude in all business dealings.

    • They will have to act honestly, diligently, and avoid manipulative or deceptive practices that distort markets.

    • Brokers should maintain competence, provide fair and prompt services, and ensure employees are professionally trained.

    • Duties to investors include timely execution of orders, prompt communication, confidentiality, and avoidance of misleading advice.

    • Brokers should prevent conflicts of interest, disclose them when unavoidable, and prioritize client interests.

    • As underwriters, brokers will act ethically, protect client interests, avoid misrepresentation, and disclose conflicts transparently.

    • They cannot engage in unfair competition, false markets, price manipulation, or misuse of unpublished price sensitive information.

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