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Merchant Banker License- An Overview

Do you want to operate as a Merchant banker in India? If so, then you need to obtain a Merchant Banker License from SEBI. We are India’s No. 1 merchant banker license consultants, ensuring zero errors and no delays for you.

Typically, a Merchant Bankers play an important role in the financial sector by helping companies to raise funds and manage complex financial transactions. The Securities and Exchange Board of India (SEBI) is the concerned authority that is responsible for issuing a merchant banking license in India. Therefore, the interested party must fulfil the Merchant Banking Compliance Requirements to obtain the registration certificate successfully.

Further, a licensed merchant banker can provide a wide range of services, including underwriting new securities, advising on mergers and acquisitions, portfolio management and assisting corporate restructuring. Overall, you need to submit a comprehensive application form along with the necessary documents and prescribed fees. Book a strategy session with our seasoned experts at Corpbiz and get your merchant banker license with ease.

Merchant Banker License
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Merchant Banker License

What is SEBI Merchant Banker Registration?

The Securities and Exchange Board of India (SEBI) is the chief regulatory authority responsible for supervising merchant banking activities across the country. Any individual or business entity seeking to operate as a merchant banker must obtain approval through the mandatory SEBI Merchant Banker Registration process.

SEBI works alongside the Reserve Bank of India (RBI) in maintaining the stability of India’s financial and banking systems. Additionally, under the Foreign Exchange Management Rules of 2015, several financial institutions fall under the broader governance of these regulatory bodies and are required to comply with all prescribed standards.

All merchant banks in India function directly under SEBI’s supervision. Recent developments in the economic environment, such as the introduction of GST, have brought significant changes to the financial ecosystem. These shifts, combined with fluctuations in micro and macroeconomic conditions, have had a considerable impact on merchant banking operations.

Therefore, securing SEBI Merchant Banker Registration is essential for any entity that intends to lawfully offer merchant banking services and ensure full compliance with India’s regulatory framework.

What are the Benefits of a Merchant Banker License from SEBI?

Obtaining a Merchant Banker License from SEBI empowers an individual or entity to operate as a recognized financial intermediary. This license brings several advantages, including:

Benefits of Merchant Banker License
Capital Market Accessibility

Capital Market Accessibility

A licensed merchant banker can assist companies in raising capital through underwriting, managing public issues, and ensuring seamless access to capital markets.

Enhanced Credibility

Enhanced Credibility

A SEBI-approved Merchant Banker License boosts market credibility, attracting more clients and expanding business opportunities.

Revenue Generation

Revenue Generation

Holding this license allows professionals to charge for their specialized services, creating an additional and sustainable revenue stream.

Wide Professional Network

Wide Professional Network

Merchant bankers collaborate with corporations, startups, and high-net-worth individuals, helping them expand both their client base and industry network.

Economic Contribution

Economic Contribution

By facilitating capital formation and offering strategic financial advisory, merchant bankers play a pivotal role in supporting India’s overall economic development.

Advisory Services

Advisory Services

SEBI-authorized merchant bankers provide expert guidance on mergers, acquisitions, corporate restructuring, and other strategic financial decisions.

Portfolio Management

Portfolio Management

Licensed professionals can offer portfolio management services, helping clients optimize returns on their investments.

Regulatory Compliance

Regulatory Compliance

Merchant bankers support clients in meeting regulatory requirements, minimizing legal risks, and avoiding penalties. It is one of the key benefits of getting a merchant banker license from SEBI.

Market Insights

Market Insights

Merchant bankers have access to critical market data and research, enabling clients to make well-informed investment decisions.

Diversified Service Offerings

Diversified Service Offerings

They can provide an extensive range of services from underwriting to advisory and portfolio management, delivering comprehensive financial solutions. It is one of the merits of getting an merchant banker license in India.

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Know about the Types of Merchant Banking License in India?

The different types of Merchant Banking License in India, as per the SEBI merchant banker regulations 2025, are as follows:

  • Category I Merchant Bankers
    Category I Merchant Bankers are full-service intermediaries permitted to undertake all merchant banking activities, including issue and lead management of public issues, underwriting, corporate advisory, mergers and acquisitions, and capital restructuring. They must maintain a minimum net worth of ₹25 crore with liquid net worth of ₹6.25 crore by 02 January 2027 (Phase I), which increases to ₹50 crore with liquid net worth of ₹12.5 crore by 02 January 2028 (Phase II).
  • Category II Merchant Bankers
    Category II Merchant Bankers can provide advisory, underwriting, and issue management services, but cannot act as lead managers for main-board equity IPOs. Their permitted activities include rights issues, open offers, buybacks, SME IPOs, and debt syndication. They are required to maintain a minimum net worth of ₹7.5 crore with liquid net worth of ₹1.875 crore by 02 January 2027 (Phase I), which increases to ₹10 crore with liquid net worth of ₹2.5 crore by 02 January 2028 (Phase II).

What are the Requirements for Merchant Bankers Seeking SEBI Merchant Banker Registration?

It is crucial for a licensed merchant banker to comply with regulatory requirements, particularly those set by SEBI. These regulations ensure that merchant bankers maintain adequate capital, remain operationally active, and adhere to global standards. Key requirements under the SEBI Merchant Banker Regulations 2025 for merchant bankers looking for SEBI merchant banker registration include the following:

  • Merchant Bankers can undertake only securities-market activities, with non-SEBI-regulated activities permitted solely through separate arm’s-length business units.
  • The minimum net worth requirements for Category I merchant banker are ₹25 crore by 02 January 2027 and ₹50 crore by 02 January 2028, and for Category II merchant banker are ₹7.5 crore by 02 January 2027 and ₹10 crore by 02 January 2028. New applicants must meet the revised norms at the time of application.
  • Merchant Bankers must maintain a liquid net worth equal to at least 25% of the minimum net worth in unencumbered liquid assets such as cash, bank deposits, government securities, liquid mutual funds, or listed Nifty 500 securities (after prescribed haircuts).
  • A minimum of two professionally qualified employees with NISM Series-IX certification is mandatory, and the compliance officer must additionally hold NISM Series-IIIA certification.
  • The Principal Officer must have at least five years’ experience in financial markets and be responsible for merchant banking decisions.
  • The compliance officer must be independent and separate from the principal officer and other merchant banking employees.
  • Total underwriting obligations cannot exceed 20 times the liquid net worth, with CA certification required in half-yearly reports.
  • Merchant Bankers must generate cumulative revenue of ₹25 crore (Category I) or ₹5 crore (Category II) over the preceding three financial years, with assessment beginning from April 2029.
  • Core merchant banking activities cannot be outsourced, and existing arrangements must be discontinued within SEBI-prescribed timelines.
  • Merchant Bankers and their key personnel must have a clean legal and regulatory history without involvement in economic offences.
  • Merchant Bankers cannot lead manage issues where connected persons exceed shareholding thresholds and may only market such issues with full disclosures.
Documents Required for Merchant Banker License

What are the Documents Required for Merchant Banker License?

The significant documents mandatorily needed for getting a merchant banker license in India are mentioned below:

  • Memorandum of Association
  • Articles of Association
  • Unique Identification Number (UIN) of the applicant
  • Educational information of the Directors, Promoters, and Shareholders
  • Signed declaration by at least two directors
  • Financial statements of the applicant
  • Detailed report from the principal bankers
  • Details of important and key personnel
  • Details of the internal organizational structure
  • Details of infrastructure facilities
  • Financial account details
  • Details of other registered intermediaries
  • Any other relevant details, if applicable
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How to Apply for Merchant Banker License Online?

The step-by-step process to apply for Merchant Banker License online is as follows:

Merchant Banker License

Initial Application Submission

Firstly, a formal application needs to be filled out and submitted to the SEBI.  This formal application includes the firm’s constitution documents, like the partnership deed, certificate of incorporation, proof of net worth and various other necessary documents. Further detailed information about its key personnel, their qualifications and experience must also be submitted along with.

SEBI Review

After successfully submitting the application, the SEBI will conduct a thorough review of the applications and the documents submitted and accordingly evaluate whether it meets all the regulatory requirements. SEBI also assesses the financial stability, infrastructure, qualified personnel, and compliance systems to ensure they meet all the regulatory guidelines.

Payment of Fees

After the completion of the review by the SEBI, the applicant firm will have to pay the prescribed amount of fees for SEBI Merchant Banker Registration. However, the fees depend on the size of the firm, its category, and the services it intends to offer. Further, the payment of fees signals the readiness of the applicant firm to proceed to the final approval.

Approval from SEBI

On the successful verification by the SEBI and fee payment, accordingly SEBI will grant an approval to the firm for a Merchant Banker License.

Issuance of Certificate

Once the SEBI approves the Merchant Banking License in India, a certificate of registration will be issued to the applicant company, thus allowing it to conduct merchant banking operations. This certificate is valid indefinitely, provided the firm complies with all regulatory requirements.

Compliance Guidelines for Merchant Banker License

As per the new SEBI (Merchant Bankers) Amendment Regulations, 2025, a merchant banker license holder must meet the compliance guidelines given below:

Merchant Banker License
  • Merchant bankers cannot act as lead managers if connected persons hold more than 0.1% or ₹10 lakh (whichever is lower) of the paid-up capital or shares, individually or collectively, in the issuer.
  • Merchant bankers may act only as marketing intermediaries with full disclosure in the offer documents if they are ineligible to act as lead managers. This applies to public issues filed on or after 3 January 2026.
  • Merchant bankers shall undertake non-SEBI-regulated activities only on an arm’s-length basis through one or more Separate Business Units (SBUs), segregated by a Chinese Wall and ring-fenced from SEBI-regulated activities. This segregation must be completed within six months from the effective date, i.e., on or before 3 July 2026.
  • Submit half-yearly undertakings confirming compliance with SEBI regulations.
  • Merchant bankers must maintain website disclosures for non-SEBI-regulated activities.
  • Provide CA certifications verifying adherence to prescribed financial thresholds and regulatory obligations.
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Why Trust Corpbiz for a Merchant Banker License from SEBI?

1+ Decade of Expertise

1+ Decade of Expertise

With over a decade of industry experience, our professionals offer deep knowledge in registration with SEBI as a Merchant Banker, ensuring smooth navigation through regulatory requirements.

Consulting for SEBI Merchant Banker Registration

Consulting for SEBI Merchant Banker Registration

Corpbiz provides specialized Merchant Banker License consultancy services, helping clients understand eligibility, capital requirements, and compliance standards set by SEBI.

Assistance in Documentation

Assistance in Documentation

We manage end-to-end documentation support, ensuring all forms, declarations, and financial records meet SEBI norms for Merchant Banker Registration.

Evaluation & Audit Readiness

Evaluation & Audit Readiness

Our experts assess your infrastructure, Liquid Net Worth, and eligibility parameters so you are fully prepared before applying for registration with SEBI as a Merchant Banker.

Transparency and Authenticity

Transparency and Authenticity

We maintain a transparent process at every stage from consultation to submission, ensuring accuracy and complete authenticity in your SEBI application.

Smooth Approval from SEBI

Smooth Approval from SEBI

Our experienced liaison team coordinates with SEBI officials, aiming for timely processing and avoiding compliance errors during your Merchant Banker License approval.

Tech-Driven Solutions

Tech-Driven Solutions

We use advanced digital solutions to streamline documentation, compliance checks, timelines, and real-time updates for Merchant Banker License applicants.

Post-Registration Compliances

Post-Registration Compliances

Our team ensures you remain fully compliant throughout the Merchant Banker License validity period, assisting with reporting, audits, and ongoing SEBI regulatory requirements.

Expedited Application Process

Expedited Application Process

Leveraging expertise and proven workflows, we help accelerate your SEBI Merchant Banker Registration process for quicker approvals.

Strong Coordination with Authorities

Strong Coordination with Authorities

We maintain efficient communication with SEBI and related departments to resolve queries promptly and streamline your overall licensing journey.

24/7 Client Assistance

24/7 Client Assistance

Corpbiz guarantees round-the-clock support to address your queries on registration, documentation, compliance, and Merchant Banker License validity once granted.

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FAQs on Merchant Banker License from SEBI

Have a look at the common questions asked along with their answers on the merchant banker license from SEBI

Typically, a merchant banker is a professional or entity that is trained and engages in managing and facilitating the issuance of securities for companies. A merchant banker is defined as anyone who is engaged in activities related to managing public issues, arranging the purchase, sale, or subscription of securities, or providing consultancy and advisory services related to issue management. Overall, a merchant banker helps businesses to raise capital and offers expert guidance on various corporate finance matters.

A Merchant Banker License is an official approval granted to entities or individuals that allows them to operate as merchant bankers in the financial market. Merchant bankers play an important role in helping businesses to raise capital, manage public issues, and navigate complex financial transactions. In India, this license is issued by the Securities and Exchange Board of India (SEBI), which authorises and regulates merchant bankers to ensure they operate responsibly and in compliance with established financial and regulatory standards.

Licensed merchant bankers provide essential financial services such as issue management, equity and debt offerings, underwriting, and project counselling. They also handle portfolio management, loan syndication, corporate restructuring, offshore finance, non-resident investment, pre-investment studies, and lease sponsoring, helping businesses efficiently raise and manage capital.

Merchant Bankers in India are regulated by the Securities and Exchange Board of India (SEBI). SEBI is the primary authority responsible for supervising and regulating all activities related to merchant banking. Any individual or business entity seeking a Merchant Banker License must apply directly to SEBI, as it sets the rules, eligibility criteria, and compliance framework for merchant bankers. While the Reserve Bank of India regulates the broader banking sector, SEBI is the main regulatory body for merchant banking activities in India.

Major public-sector merchant bankers in India include:

  • SBI Capital Markets Ltd
  • Karur Vysya Bank Ltd
  • IFCI Financial Services
  • Punjab National Bank
  • Bank of Maharashtra

 Leading private-sector merchant bankers include:

  • Bajaj Capital
  • ICICI Securities
  • Tata Capital Markets
  • Reliance Securities
  • Kotak Mahindra Capital Company
  • Axis Bank
  • Yes Bank

The time taken to get an SEBI Merchant Banker Registration depends on the completeness of the application and the review process by SEBI. It typically takes several weeks or months.

A SEBI merchant banker registration is a must for a firm that operates as a merchant banker in India.

An interested foreign entity may apply for a Merchant Banker License, provided it complies with SEBI’s guidelines and the relevant regulatory guidelines.

Yes, SEBI can revoke the merchant banker license if the firm or the company violates the regulatory guidelines or fails to meet the compliance standards.

Once the SEBI Merchant Banker Registration is completed, it remains valid indefinitely, provided the company meets SEBI’s regulatory requirements to maintain its registration certificate. 

As per the SEBI (Merchant Bankers) Amendment Regulations, 2025, the minimum net worth requirement has been prescribed as per phased capital requirements for Merchant Bankers. By 02 January 2027, Category I must maintain a ₹25 crore net worth with ₹6.25 crore liquid net worth, and Category II must maintain a ₹7.5 crore net worth with ₹1.875 crore liquid net worth. By 02 January 2028, this increases to ₹50 crore and ₹12.5 crore for Category I, and ₹10 crore and ₹2.5 crore for Category II.

About the Author


NE
Neha Dawra

Legal Researcher

Written by Neha Dawra. Last updated on Jun 5 2026, 05:02 AM

Neha Dawra has 4+ years of experience in legal research and intellectual property advisory. Her expertise lies in analyzing IP laws, drafting structured legal content, and simplifying complex registration procedures into clear, simple insights.

 

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