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| + | ====== SEBI Social Stock Exchange: NPO Registration Guide 2026 ====== | ||
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| + | **Quick Reply:** SEBI eased Social Stock Exchange rules in January 2026. NPO registration can now run up to three years and ZCZP minimum subscription drops to 50 percent. | ||
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| + | A Not-for-Profit Organisation registers on the Social Stock Exchange (SSE) by applying to the SSE segment of a recognised stock exchange, after which its SSE registration can now stay valid for up to three years and it can raise donations through Zero Coupon Zero Principal (ZCZP) instruments with a minimum subscription of just 50 percent. SEBI relaxed both limits in its Master Circular for Framework on Social Stock Exchange, issued on 19 January 2026. | ||
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| + | If you are short on time, jump to the step-by-step registration list and the "What got easier in 2026" table below. | ||
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| + | ===== What a Social Stock Exchange is ===== | ||
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| + | The Social Stock Exchange is a separate segment inside recognised stock exchanges. It lets eligible Social Enterprises, | ||
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| + | The SSE concept was introduced earlier. The 19 January 2026 Master Circular consolidates the rules into one place and relaxes two of the toughest conditions for NPOs. This matters most to NGOs, charitable trusts, CSR teams and social-impact donors who want a transparent route to give and receive funds. | ||
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| + | ===== What changed in January 2026 ===== | ||
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| + | Two relaxations are the real news. Both make it easier for an NPO to register and stay on the SSE without rushing to raise money. | ||
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| + | ^ Item ^ Earlier rule ^ From 19 January 2026 ^ | ||
| + | | Validity of NPO registration after SSE approval | Up to 2 years | Up to 3 years | | ||
| + | | Minimum subscription for ZCZP instruments | 75 percent | 50 percent, subject to SSE due diligence | | ||
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| + | The longer validity comes from clause 1 of Regulation 292F of the SEBI ICDR Regulations. It means an NPO can hold its SSE registration for up to three years before it actually launches a fundraise. The lower subscription floor means a ZCZP issue can close successfully even if only half the target amount is raised, once the SSE completes its due diligence. | ||
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| + | ===== How an NPO registers on the SSE: step by step ===== | ||
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| + | - Confirm legal status. The NPO must be legally constituted in India, for example as a charitable trust under the Indian Trusts Act 1882, a public trust under the relevant state statute, or registered under the Indian Registration Act 1908. Societies and Section 8 companies are recognised on the same footing. | ||
| + | - Check your registration certificate. At the time you seek SSE registration, | ||
| + | - Apply to the SSE segment. File the registration application with the SSE segment of a recognised stock exchange, not with SEBI directly. The exchange runs the registration process. | ||
| + | - Prepare your disclosures. Be ready to disclose objectives, target beneficiaries, | ||
| + | - Get SSE approval. Once approved, your SSE registration can now remain valid for up to three years. | ||
| + | - Plan the fundraise. To raise money, issue ZCZP instruments. Donors who subscribe do not get interest or principal back. Their return is the social impact you deliver and report. | ||
| + | - Report on impact. After raising funds, follow the ongoing SSE disclosure and reporting norms so donors can track outcomes. | ||
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| + | ===== Documents and disclosures to keep ready ===== | ||
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| + | * Registration certificate of the trust, society or Section 8 company, valid for at least the next 12 months. | ||
| + | * Governing document: trust deed, memorandum of association or articles, as applicable. | ||
| + | * Audited financial statements and details of past activities. | ||
| + | * A clear statement of objectives, target beneficiaries and intended social impact. | ||
| + | * Governance details: trustees or directors and their roles. | ||
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| + | ===== Common mistakes to avoid ===== | ||
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| + | * Applying to SEBI for SSE registration. You apply to the SSE segment of a recognised stock exchange. SEBI sets the framework; the exchange registers you. | ||
| + | * Assuming donors get their money back. ZCZP instruments return neither interest nor principal. Do not market them as repayable. | ||
| + | * Letting the underlying certificate lapse. If your trust or society registration is not valid for the next 12 months when you apply, you are not eligible. | ||
| + | * Skipping impact reporting. SSE registration carries continuing disclosure duties, not just a one-time form. | ||
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| + | ===== A worked example ===== | ||
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| + | Dr. Shrawan Kumar Pathak runs a registered charitable trust that funds rural eye camps. In March 2026 the trust applies to the SSE segment of a recognised stock exchange. Its trust registration is valid well beyond the next 12 months, so it clears the eligibility test. After SSE approval, the trust holds its registration while it builds a donor base, comfortable that the validity now runs up to three years. When it finally launches a ZCZP issue, only 52 percent of the target is subscribed. Under the 2026 rule, that clears the 50 percent floor, and after the SSE completes due diligence the issue closes successfully. | ||
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| + | ===== Using the RTI Act to get SSE information ===== | ||
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| + | SEBI is a public authority under the [[https:// | ||
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| + | Note: the registration itself is handled by the recognised stock exchange' | ||
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| + | You can draft the request with the [[https:// | ||
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| + | ===== What to do in the next 30 minutes ===== | ||
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| + | * Pull your trust, society or Section 8 company registration certificate and check its validity date. | ||
| + | * Shortlist a recognised stock exchange with an SSE segment and find its SSE registration page. | ||
| + | * Draft a short RTI to SEBI for the SSE Master Circular and current eligibility criteria. | ||
| + | * Note the two key 2026 numbers: 3-year validity and 50 percent ZCZP minimum subscription. | ||
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| + | ===== Frequently asked questions ===== | ||
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| + | ==== What is a Social Stock Exchange in India? ==== | ||
| + | It is a separate segment of recognised stock exchanges where eligible Social Enterprises, | ||
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| + | ==== What changed for NPOs in January 2026? ==== | ||
| + | SEBI's Master Circular of 19 January 2026 extended NPO registration validity to up to three years after SSE approval and reduced the minimum subscription for ZCZP instruments from 75 percent to 50 percent, subject to SSE due diligence. | ||
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| + | ==== Who can register as an NPO on the SSE? ==== | ||
| + | An organisation legally constituted in India, such as a charitable trust, public trust, society or Section 8 company, whose registration certificate is valid for at least the next 12 months when it seeks SSE registration. | ||
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| + | ==== What are ZCZP instruments? | ||
| + | Zero Coupon Zero Principal instruments are donation-like securities NPOs use to raise money on the SSE. Donors receive neither interest nor principal back. The return is the social impact the NPO delivers and reports. | ||
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| + | ==== Do I apply to SEBI or to a stock exchange? ==== | ||
| + | You apply to the SSE segment of a recognised stock exchange, which runs the registration. SEBI sets the SSE framework and master circular but does not register NPOs directly. | ||
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| + | ==== How long is SSE registration valid now? ==== | ||
| + | Under the 2026 relaxation, an NPO's registration under clause 1 of Regulation 292F of the SEBI ICDR Regulations can stay valid for up to three years after SSE approval, up from two years. | ||
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| + | ==== Can I file an RTI to get the list of registered NPOs? ==== | ||
| + | Yes. SEBI is a public authority under the RTI Act 2005. File a Section 6 application to SEBI's PIO for the SSE master circular, eligibility criteria or the registered-NPO list. Expect a reply within 30 days. | ||
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| + | ==== What must a registered social enterprise disclose? ==== | ||
| + | It must follow SSE disclosure and reporting norms, covering objectives, target beneficiaries, | ||
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| + | ===== Related on RTI Wiki ===== | ||
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| + | * [[https:// | ||
| + | * [[https:// | ||
| + | * [[https:// | ||
| + | * [[https:// | ||
| + | * [[https:// | ||
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| + | ===== Sources ===== | ||
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| + | * SEBI Master Circular for Framework on Social Stock Exchange, sebi.gov.in, | ||
| + | * SCC Times, SEBI issues Master Circular on Social Stock Exchange, 22 January 2026 | ||
| + | * Taxguru, SEBI relaxed SSE norms to boost NPO participation by extending registration period | ||
| + | ===== SEBI Social Stock Exchange: NPO registration guide (2026) ===== | ||
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| + | - **Step 1: What is SEBI Social Stock Exchange and how to register an NPO?** (a) Social Stock Exchange (SSE): (i) SEBI SSE — platform for social enterprises + NPOs, (ii) NPO: Non-Profit Organization — registered on SSE, (iii) 2026: SSE active — registration + fundraising, | ||
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| + | - **Step 2: Comparison table — SSE NPO scenarios.** (a) Registration: | ||
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| + | - **Step 3: How to register NPO on SSE.** (a) Step 1: Check eligibility — 3+ years + registered, (b) Step 2: Prepare documents — audited financials + impact report, (c) Step 3: Apply to SSE — socialstockexchange.sebi.gov.in, | ||
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| + | - **Step 4: E-E-A-T signals.** (a) Sources: sebi.gov.in, | ||
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| + | - **Step 5: Practical tips.** (a) check eligibility first — 3+ years + registered entity, (b) audited financials + social impact report — mandatory, (c) ZCZP instruments for fundraising — zero coupon zero principal, (d) annual social impact report — mandatory, (e) Example: An NPO registered on SSE; issued ZCZP; raised Rs 1 crore; funded social projects. | ||
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| + | - **Step 6: Key provisions.** (a) SEBI Act 1992, (b) SEBI SSE Regulations 2022, (c) ZCZP: Zero Coupon Zero Principal, (d) Eligibility: | ||
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| + | See [[https:// | ||
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