PMS Registration in India - Complete SEBI Portfolio Manager Compliance Guide

The above details are indicative and must be evaluated based on the applicant’s legal structure, net worth readiness, Principal Officer eligibility, NISM certification, team capability, compliance framework, custodian arrangement, business model, client profile and latest SEBI regulations / circulars at the time of filing.

PMS Registration in India is the approval granted by SEBI to a body corporate for acting as a Portfolio Manager. A Portfolio Manager manages or administers a client’s portfolio of securities, funds or permitted instruments under a written agreement. Portfolio Management Services are different from simple investment advisory. PMS involves a higher degree of fiduciary responsibility because the portfolio manager may manage client funds or securities directly, depending on whether the model is discretionary, non-discretionary or advisory. No person should act as a Portfolio Manager or hold itself out as a PMS provider without obtaining SEBI registration. Unregistered portfolio management activity may attract regulatory action.

Regulator: Securities and Exchange Board of India Primary Regulation: SEBI Portfolio Managers Regulations, 2020, as amended from time to time Applicable Law: SEBI Act, 1992 Intermediary Framework: SEBI Intermediaries Regulations, 2008 Application Form: Form A under Schedule I Certificate: Form B after SEBI approval Registration Requirement: Mandatory before acting as Portfolio Manager Core Regulatory Focus: Net worth, qualification, governance, client protection, disclosures, custodian, reporting, audit and inspection SEBI regulates eligibility, conduct, client agreements, disclosures, reporting, fees, audits, custodian arrangements, grievance redressal, inspection, suspension and cancellation of portfolio managers.

A Portfolio Manager is a body corporate that manages or administers a portfolio of securities or funds on behalf of clients under a written agreement. The portfolio manager may provide discretionary, non-discretionary or advisory services depending on the client mandate and registration scope. ( title, body: 'Core PMS obligation to be built into client documentation, systems and internal controls.' )) /> PMS is not a pooled investment vehicle. Each client portfolio must be managed separately.

Regulator: SEBI - SEBI - SEBI - SEBI Structure: Client-wise portfolio management - Advice-only model - Privately pooled fund - Public pooled investment product Client Funds Handling: Yes, depending on PMS model - No direct fund management - Yes, pooled fund - Yes, pooled fund Minimum Investment: Rs. 50 Lakh generally - Not same as PMS - Rs. 1 Crore generally - Retail accessible Portfolio Customisation: High - Advisory only - Scheme-level - Scheme-level Registration: Portfolio Manager - Investment Adviser - AIF - Mutual Fund Suitable For: HNI / UHNI customised portfolios - Advice-only business - Fund sponsors - Retail and institutional pooled investment PMS Registration in India is suitable when the promoter intends to manage client portfolios, not merely provide investment advice.

Discretionary PMS: Portfolio Manager takes investment decisions within agreed mandate - Limited day-to-day role Non-Discretionary PMS: Portfolio Manager advises and executes based on client approval - Client approves decisions Advisory PMS: Portfolio Manager provides portfolio advice, but execution remains with client - Client executes The business model should be clearly reflected in Form A, client agreement, disclosure document and operating SOPs.

Individual: Not eligible Proprietorship firm: Not eligible Non-LLP partnership firm: Not eligible Entity below Rs. 5 Crore net worth: Fails eligibility Entity without qualified Principal Officer: Application deficiency Entity without independent Compliance Officer: Governance concern Entity without additional qualified employee: Eligibility gap Entity with adverse securities market history: Fit and proper concern Entity intending to pool funds like AIF: Wrong regulatory route Entity proposing guaranteed returns: Not permitted

Legal Structure: Body corporate such as Company or LLP Net Worth: Minimum Rs. 5 Crore Principal Officer: Professional qualification, experience and NISM certification Additional Employee: At least one employee with graduation and relevant experience Compliance Officer: Mandatory and separate from Principal Officer Fit and Proper: Applicant, directors, partners, principal officer and key persons must qualify Infrastructure: Adequate office, IT systems, staff and record maintenance capability Business Plan: Practical AUM, revenue, cost and compliance plan Custodian: Mandatory appointment Client Agreement: Written agreement with every client Disclosure Document: Required and to be updated on material changes

The minimum net worth requirement for PMS Registration in India is Rs. 5 Crore. Net worth must be maintained continuously and cannot be treated as a one-time application-stage requirement. Net Worth = Paid-up Equity Capital + Free Reserves - Accumulated Losses - Deferred Expenditure - Miscellaneous Expenses Not Written Off Paid-up Equity Capital: Included Free Reserves: Included Revaluation Reserves: Excluded Accumulated Losses: Deducted Deferred Expenditure: Deducted Miscellaneous Expenses Not Written Off: Deducted Borrowed Funds: Not a substitute for net worth Net worth should be certified by a Chartered Accountant and supported by financial statements, capital infusion records and bank documentation.

Minimum Investment per Client: Rs. 50 Lakh Investment Mode: Funds or securities or combination as permitted Client Agreement: Mandatory Portfolio Segregation: Client-wise segregation required Accredited Investor Exception: May be available subject to applicable framework and disclosures PMS is designed for sophisticated investors. It should not be positioned as a retail mass-market investment product.

The Principal Officer is responsible for decisions relating to management of client funds and securities, administration of client portfolios and other PMS operations. ['Professional qualification in finance, law, accountancy or business management; or NISM postgraduate programme; or CFA Charter', 'Minimum 5 years’ experience in securities market', 'At least 2 years’ experience in portfolio management / investment advisory / fund management', 'Valid NISM certification', 'Fit and proper status', 'Responsible for portfolio management decisions', 'Should not be the same person as Compliance Officer'].map((item) => item ) SEBI may seek detailed experience mapping, employment documents and role descriptions to verify Principal Officer eligibility.

Compliance Officer: Mandatory and separate from Principal Officer - Monitors regulatory compliance Additional Employee: Graduation and 2 years securities market experience - Supports portfolio operations Principal Officer: Experience and certification as prescribed - Responsible for portfolio decisions Board / Partners: Governance oversight - Ensures institutional control Do not combine Principal Officer and Compliance Officer roles. Role separation improves governance credibility.

( title, body: 'Operational capability expected for PMS application, launch and inspection readiness.' )) /> Suggested Governance Structure

SEBI examines whether the applicant has a sustainable PMS business model. A weak business plan may result in queries. Projected AUM: 3-year AUM growth plan Revenue Model: Fixed fee, performance fee or combination Expense Structure: Staff, systems, compliance, custodian, audit and technology costs Client Acquisition Strategy: HNI / UHNI / family office pipeline Capital Sustainability: Ability to maintain Rs. 5 Crore net worth Compliance Budget: Reporting, audit, regulatory filings and legal support Risk Controls: Investment risk, concentration risk and grievance risk Technology Plan: PMS software, reporting tools and data security Projected AUM: Rs. 75 Cr - Rs. 150 Cr - Rs. 300 Cr Average Fee: 2% - 2% - 2% Gross Revenue: Rs. 1.5 Cr - Rs. 3 Cr - Rs. 6 Cr Employee Cost: Rs. 60 L - Rs. 90 L - Rs. 1.2 Cr Compliance Cost: Rs. 20 L - Rs. 25 L - Rs. 35 L Custodian Charges: Rs. 10 L - Rs. 20 L - Rs. 40 L Net Profit Estimate: Rs. 40 L - Rs. 1.2 Cr - Rs. 3 Cr The financial model is illustrative. Actual projections should match the promoter’s real business pipeline and cost assumptions.

Application Documents: Form A, application fee proof and SEBI-prescribed declarations Constitutional Documents: Certificate of incorporation / LLP registration, MOA, AOA / LLP agreement and PAN Corporate Approvals: Board resolution / partner resolution approving PMS application Financial Documents: CA-certified net worth certificate, audited financial statements, capital proof and bank statements Principal Officer Documents: Qualification proof, work experience evidence, NISM certificate and appointment documents Compliance Officer Documents: Qualification, experience and appointment documents Additional Employee Documents: Graduation certificate, experience documents and appointment proof Infrastructure Documents: Office proof, IT systems note, record maintenance capability and operational readiness details Business Plan: 3-year AUM projection, revenue model, cost structure and compliance plan Fit and Proper Documents: Declarations for directors, partners, principal officer and key persons Policy Documents: Risk policy, investment policy, grievance SOP, related party policy, insider trading / confidentiality policy Custodian Documents: Proposed custodian arrangement / appointment details Application Annexures: Any SEBI-prescribed supporting forms and undertakings

Application Fee: Rs. 1,00,000 Registration Fee: Rs. 10,00,000 Block / Continuation Fee: Rs. 5,00,000 every 3 years Payment Timeline: Registration fee generally payable within 15 days of SEBI intimation Payment Mode: SEBI payment gateway / prescribed SEBI mode Fees should be verified from the latest SEBI Portfolio Managers Regulations, Schedule II and SEBI portal instructions before filing or hardcoding in reusable website data.

Entity and eligibility review: 1 to 2 weeks Capital and net worth readiness: Case-specific Documentation and policy preparation: 3 to 6 weeks Form A filing: Case-specific Initial SEBI review: 30 to 45 days or more Query and clarification rounds: 30 to 60 days or more Personal representation: Case-specific Overall timeline: 4 to 8 months, depending on query cycle Timeline is indicative and depends on documentation quality, net worth readiness, Principal Officer eligibility, certification status, SEBI scrutiny and query response.

Applicant Details: Exact legal name, CIN / LLPIN and registered address Shareholding Pattern: Clear ownership and control structure Directors / Partners: KYC, DIN / DPIN, background and fit and proper disclosures Principal Officer: Qualification, experience, NISM certification and appointment details Compliance Officer: Qualification, experience and independence from Principal Officer Infrastructure: Office, IT systems and record maintenance capability Net Worth: CA-certified computation with break-up Business Plan: AUM strategy, revenue model and compliance cost Litigation Disclosure: Full transparency of securities market matters Fit and Proper Declaration: Confirmation under SEBI Intermediaries framework Incomplete Form A or weak supporting evidence may lead to multiple query rounds.

['Execute client agreements', 'Issue disclosure document', 'Appoint custodian', 'Create client-wise portfolio records', 'Define investment mandates', 'Open client accounts as required', 'Set up reporting system', 'Establish grievance redressal mechanism', 'Create audit and compliance calendar', 'Maintain portfolio-wise investment restrictions', 'Track material changes in disclosure document', 'Maintain SEBI correspondence file'].map((item) => item )

Client Agreement: Mandatory written agreement Disclosure Document: Required before onboarding clients Quarterly Reporting: Client reports every 3 months Annual Audit: Within prescribed timeline after financial year close Net Worth Maintenance: Rs. 5 Crore continuously Custodian Appointment: Mandatory Grievance Redressal: Within prescribed timeline Disclosure Update: Material changes to be updated within prescribed timeline Books and Records: Maintain client-wise records Investment Restrictions: No guarantee of returns, no unauthorised leverage, no prohibited related party exposure Regulatory Filings: As specified by SEBI Business Transfer: Prior SEBI approval where applicable

Continuous Compliance Maintain Rs. 5 Crore Net Worth: Continuous - CFO / Board - Suspension / regulatory action Client-wise Segregation: Continuous - Operations Team - Inspection concern Investment Restrictions: Continuous - Investment Team - SEBI action Custodian Coordination: Continuous - Operations / Compliance - Operational risk Grievance Tracking: Continuous - Compliance Officer - Regulatory breach Disclosure Accuracy: Continuous - Principal Officer / Compliance - Investor protection issue Monthly Compliance Portfolio Restriction Review: Check investment limits and prohibited exposures - Investment Team Grievance Review: Track pending complaints - Compliance Officer Net Worth Monitoring: Check capital erosion risk - CFO Client Reporting Data Review: Prepare quarterly reporting inputs - Operations Team Quarterly Compliance Quarterly Client Report: Every 3 months - Portfolio Manager Risk Review: Portfolio risk and concentration review - Principal Officer Compliance Report: Internal compliance status note - Compliance Officer Board / Management Review: Governance oversight - Board / Partners Annual Compliance Annual Audit: Within prescribed timeline after financial year close Audited Financial Statements: Maintain and submit where applicable Net Worth Certificate: CA-certified net worth statement Policy Review: Investment policy, risk policy, grievance SOP and related party policy Custodian Confirmation: Annual custodian review NISM / Team Certification Review: Track validity and renewals Event-Based Compliance Change in Principal Officer: Regulatory intimation / approval as applicable Change in Compliance Officer: Update records and ensure independence Change in Control: Prior SEBI approval required Material Change in Disclosure Document: Update within prescribed timeline Transfer of PMS Business: Prior SEBI approval required Net Worth Shortfall: Immediate corrective action SEBI Inspection Notice: Provide books and records promptly Client Complaint Escalation: Resolve and record closure

No Guaranteed Returns: Portfolio Manager cannot guarantee performance No Pooling Like AIF: Client portfolios must remain separately managed No Unauthorised Leverage: Leverage restrictions must be followed No Speculative Transactions: Speculative trades not permitted except permitted derivatives No Unrated Related Party Securities: Restricted as per SEBI framework Prudential Limits: Portfolio mandates and risk limits must be followed Client Mandate Discipline: Investments must align with agreement and disclosure document PMS is a fiduciary business. Strategy freedom is subject to client mandate, SEBI restrictions and risk governance.

Custodian Appointment: Mandatory Quarterly Client Report: Required every 3 months Annual Audit: Required within prescribed timeline Client-wise Records: Mandatory Portfolio Valuation: As per agreed framework and regulations Disclosure Document: Updated for material changes Regulatory Reporting: As specified by SEBI Audit Trail: Trade and portfolio records must be inspection-ready

['Dedicated grievance officer / compliance contact', 'Complaint register', 'Resolution timeline tracking', 'Escalation matrix', 'Client communication record', 'SEBI / SCORES tracking where applicable', 'Board / management review of complaints'].map((item) => item )

The uploaded source document refers to SEBI’s October 24, 2025 circular allowing transfer of PMS business with prior approval. The latest official SEBI circular should be verified before hardcoding conditions. Group Transfer: Prior SEBI approval required; selected or complete transfer may be permitted subject to conditions Non-Group Transfer: Complete business transfer may be required as per applicable framework Completion Timeline: Source document refers to 2 months; verify latest SEBI circular Client Consent: May be required based on transaction structure Surrender: Registration surrender may be required after complete transfer Business transfer is a strategic regulatory matter. Do not present PMS transfer as automatic or purely contractual.

SEBI may inspect books, records, client details, investment records, compliance reports, grievance records, custodian arrangements and related party transactions. Registration Certificate: Form B and SEBI correspondence Net Worth Records: CA certificate and financial statements Client Agreements: Executed client contracts Disclosure Documents: Latest and historical versions Portfolio Records: Client-wise portfolio statements Trade Records: Order and execution logs Custodian Records: Custodian appointment and confirmations Audit Reports: Annual audit and internal audit records Grievance Register: Complaint records and closure proof Related Party Records: Investment and conflict checks Board / Management Minutes: Governance review records

Net worth below Rs. 5 Crore: Suspension or corrective action False disclosure: Cancellation risk Non-payment of fees: Suspension risk Failure to redress grievances: Regulatory action Misleading performance claims: Enforcement risk Guaranteeing returns: Serious regulatory concern Client fund misuse: Severe enforcement action Failure to maintain records: Inspection adverse finding Non-cooperation with SEBI inspection: Serious regulatory action Material change not reported: Regulatory breach

Weak Principal Officer experience documentation: SEBI query or delay No valid NISM certification: Eligibility gap Net worth not properly certified: Capital query Treating borrowed funds as capital: Regulatory concern Compliance Officer not independent: Governance issue Poorly drafted business plan: SEBI query Confusing PMS with Investment Adviser: Wrong regulatory positioning No custodian plan: Application weakness No client agreement draft: Operational gap No disclosure document framework: Investor protection concern No grievance SOP: Compliance deficiency Delayed SEBI query response: Approval delay

['Select correct PMS model: discretionary, non-discretionary or advisory', 'Maintain Rs. 5 Crore net worth with clean documentation', 'Appoint qualified Principal Officer early', 'Complete NISM certification before filing', 'Keep Compliance Officer independent', 'Prepare detailed 3-year AUM and revenue model', 'Draft client agreement and disclosure document', 'Appoint or identify custodian early', 'Prepare investment policy and risk framework', 'Build client-wise portfolio record system', 'Prepare grievance redressal SOP', 'Avoid guaranteed return language', 'Prepare for SEBI inspection from day one'].map((item) => item ) “In portfolio management, capital is only the entry ticket. What sustains the licence is governance discipline, transparent disclosures and fiduciary responsibility.” CS Devyani Khambhati - Compliance Expert

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Reviewed by: CS Devyani Khambhati Designation: Compliance Expert | Estabizz Fintech Private Limited Expertise: SEBI, RBI, IRDAI, IFSCA, PMS registration, portfolio manager compliance, wealth management structuring, SEBI intermediary licensing and post-registration regulatory support. This content has been prepared from a regulatory advisory perspective to help wealth management companies, investment professionals, family office platforms, HNI advisory businesses, fintech wealth platforms and asset management groups understand the broad SEBI framework for PMS Registration in India. This content is for general informational purposes only and should not be treated as legal, regulatory, tax, investment or financial advice. SEBI requirements, application formats, fee structures, net worth thresholds, certification requirements, custodian obligations, reporting timelines and approval processes may change from time to time. Applicants should verify the latest SEBI regulations, FAQs, circulars and fee schedule before filing any PMS application.

Estabizz can help you evaluate the correct PMS model, net worth readiness, Principal Officer documentation, Form A filing, query response and post-registration compliance framework. Speak to SEBI Compliance ExpertCheck PMS EligibilityWhatsApp Estabizz Team