CIRCULAR
SEBI/HO/IMD/RAC/CIR/P/2025/ 0000000138 October 24, 2025
To
All Portfolio Managers
Association of Portfolio Managers in India (APMI)
Madam / Sir,
Sub: Transfer of portfolios of clients (PMS business) by Portfolio Managers
1. As an initiative towards ease of doing business and for the purpose of simplification, it
has been decided to allow transfer of PMS business.
2. A Portfolio Manager shall transfer its PMS business only after obtaining prior approval
from SEBI as per the following process:
3. Transfer of PMS business from one portfolio manager to another, both holding
portfolio manager registration and belonging to the same group:
3.1. Portfolio Managers shall have the option to transfer select Investment Approach(es)
or complete PMS business to another Portfolio Manager within the same group,
subject to the following conditions:
3.1.1. If the entire PMS business is transferred, the certificate of PMS registration of
transferor shall be surrendered within a period of 45 working days from the date
of completion of transfer.
3.1.2. In case of transfer of only select Investment Approach (es), the transferor may
continue to hold certificate of PMS registration.
4. Transfer of PMS business from one portfolio manager to another portfolio manager
not belonging to the same group:
4.1. A joint application by both the portfolio managers (transferor and transferee) shall be
made to SEBI for approval of transfer of PMS business.
4.2. The transferor shall transfer complete PMS business. Transfer of select investment
approach(es) of PMS business to transferee shall not be permitted.
4.3. The transferee shall fulfill all the regulatory requirements and once the transfer of
PMS business is complete, the acts, deeds, pending actions/ litigations, other
obligations against the transferor, if any, shall be the responsibility of the transferee.
An undertaking in this regard has to be submitted by the transferee as per Annexure-
I, along with the joint application.
4.4. The entire process of transfer shall be completed as expeditiously as possible but not
later than two months from the date of approval. Until the transfer process is
complete, the transferor shall continue to act as Portfolio Manager but shall not
onboard any new client(s). At the end of two months or upon completion of all the
formalities, whichever is earlier, the transferor shall surrender its registration
certificate by following the surrender process. Format of undertaking to be furnished
by the transferor in this regard is placed as Annexure-II. The undertaking shall
accompany the joint application as mentioned in 4.1 above.
5. The provisions mentioned in this circular shall come into force with immediate effect.
6. This circular is issued in exercise of powers conferred under Section 11 (1) of the
Securities and Exchange Board of India Act, 1992, read with Regulation 43 of SEBI
(Portfolio Managers) Regulations, 2020, to protect the interests of investors in securities
and to promote the development of, and to regulate the securities market.
Yours faithfully,
Vir Sahab Singh
General Manager
022-26449285
virsahabs@sebi.gov.in
Annexure-I
Undertaking to be submitted by the transferee
On the letter head of the applicant
We the directors / partners of XYZ Limited / LLP, a registered Portfolio Manager bearing
Registration Number ____, having its registered office at Address, --------hereby confirm and
undertake that we shall be liable for the acts, deeds, pending actions/ litigations, other
obligations, against the _____________(name of the portfolio manager transferring its
business activity) effective from the date of regulatory approval and/or business handover.
Signed for and on behalf of Transferor PMS (to be signed by at least two directors)
Names of the Director / Partner (s) Names of the Director / Partner (s)
DIN: DIN:
PAN: PAN:
Date: Date:
Place: Place:
Annexure-II
Undertaking to be submitted by the Portfolio Manager intending to transfer the PMS
business
On the letter head of the applicant
We the directors / partners of XYZ Limited / LLP, a registered Portfolio Manager bearing
Registration Number ____, having its registered office at Address----------, hereby confirm
and undertake as follows:
1. Transfer of PMS Business
We have entered into a Business Transfer Agreement dated ---------with Transferee
Name, a SEBI registered Portfolio Manager, for the transfer of our PMS business,
including all rights, obligations, and liabilities under the Portfolio Investment
Management Agreements executed with our clients.
2. Assignment of Rights and Obligations
Upon completion of the transfer, all rights and obligations under the existing PMS
agreements, including all assets, client mandates, and associated Power of Attorney
(POA), stand assigned/transferred to Transferee Name, effective from the date of
regulatory approval and/or business handover.
3. Client Notification and Consent
All clients of the PMS business have been informed of the transfer, and necessary
client consents have been obtained wherever required.
4. Compliance Commitments
We confirm that the transfer agreement is being executed in accordance with
applicable laws and in case of any deviation or breach we shall be responsible to
ensure the compliances and indemnify the damages to the transferee, if any.
5. Surrender of Registration:
We undertake that upon completion of the transfer, our SEBI registration certificate as
Portfolio Manager shall be surrendered after complying with all necessary regulatory
requirements / processes.
Signed for and on behalf of Transferor PMS (to be signed by at least two directors)
Names of the Director / Partner (s) Names of the Director / Partner (s)
DIN: DIN:
PAN: PAN:
Date: Date:
Place: Place:
Enclosures:
•Board resolution-approving transfer
•Copy of Business Transfer Agreement
•List of clients and assets under Management as on date
•Client communication
•FIT and Proper Person declaration (as per SEBI Intermediaries Regulations)