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What is the procedure for registration of Foreign
Institutional Investor (FII)?
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| Application for registration as an FII may be made in Form A. The format of Form A is
provided in the SEBI (FII) Regulations, 1995 .The application form and all supporting
documents must be submitted in duplicate, one set each for SEBI and Reserve Bank of India.
Both sets of application are to be sent to SEBI only. If the applicant is eligible and all
documents are submitted with the application, the eligibility is generally conveyed with
10 to 12 days of receipt of application by SEBI. Application may be sent to:
The Division Chief
FII Division
Securities and Exchange Board of India,
224, Mittal Court, B Wing, 1st Floor,
Nariman Point, Mumbai 400 021.
INDIA
The registration procedure operates as a single window procedure through SEBI in which
the following steps are involved.
- SEBI forwards one set to Reserve Bank of India.
- The application is processed by SEBI to determine its eligibility for grant of
registration as foreign institutional investor.
- After the initial processing is complete, SEBI writes to Reserve Bank of India
mentioning the eligibility of the applicant. At the same time , a letter is sent to
applicant asking it to submit the registration fees of US$5,000 through a demand draft
drawn in favour of "Securities and Exchange Board of India" payable at New York.
- Reserve Bank of India gives approval to the FII through its designated bank. This
approval is granted Foreign Exchange Management Act and enables the FII(s) to open a bank
account. This is a special non-resident rupee account of the FII meant purely for inward
remittance and meeting payment obligation with regard to securities market. It may be
noted that all balance lying in this account are fully repatriable.
- Upon receipt of fees from the applicant and FEMA approval from Reserve Bank of India,
SEBI grants the certificate of registration, which is valid for five years, and may be
renewed thereafter.

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What documents are required to be submitted at the time of
applying for registration as an FII?
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- Application in Form A duly signed by the authorised signatory of the applicant.
- Certified copy of the relevant clauses or articles of the Memorandum and Articles of
Association or the agreement authorizing the applicant to invest on behalf of its clients
- Audited financial statements and annual reports for the last one year , provided that
the period covered shall not be less than twelve months.
- A declaration by the applicant with registration number and other particulars in support
of its registration or regulation by a Securities Commission or Self Regulatory
Organisation or any other appropriate regulatory authority with whom the applicant is
registered in its home country.
- A declaration by the applicant that it has entered into a custodian agreement with a
domestic custodian together with particulars of the domestic custodian.
- A signed declaration statement that appears at the end of the Form.
- Declaration regarding fit & proper entity.
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Who can be registered as an FII?
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| The applicant should belong to any of the following categories: 1. Pension Funds
2. Mutual Funds
3. Investment Trust
4. Insurance or reinsurance companies
5. Endowment Funds
6. University Funds
7. Foundations or Charitable Trusts or Charitable Societies who propose to invest on
their own behalf, and
1. Asset Management Companies
2. Nominee Companies
3. Institutional Portfolio Managers
4. Trustees
5. Power of Attorney Holders
6. Bank
Who propose to invest their proprietary funds or on behalf of "broad based"
funds or on of foreign corporate and individuals.

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What are the eligibility criteria to be fulfilled by the
applicant seeking FII registration?
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As per Regulation 6 of SEBI (Foreign Institutional Investors) Regulations,1995,
Foreign Institutional Investors are required to fulfill the following conditions to
qualify for grant of registration:
- Applicant should have track record, professional competence, financial soundness,
experience, general reputation of fairness and integrity.
- The applicant should be regulated by an appropriate foreign regulatory authority in the
same capacity/ category where registration is sought from SEBI. Registration with
authorities, which are responsible for incorporation, is not adequate to qualify as
Foreign Institutional Investor.
- The applicant is required to have the permission under the provisions of the Foreign
Exchange Management Act, 1999 from the Reserve Bank of India.
- Applicant must be legally permitted to invest in securities outside the country or its
in-corporation / establishment.
- The applicant must be a "fit and proper" person.
- The applicant has to appoint a local custodian and enter into an agreement with the
custodian. Besides it also has to appoint a designated bank to route its transactions.
- Payment of registration fee of US$ 5,000.00.
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How much time does it take for procuring registration as a
Foreign Institutional Investor?
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| SEBI would generally communicate the eligibility for grant of registration as Foreign
Institutional Investor, within 10-12 days of receipt of complete application with relevant
enclosures. |
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What is the procedure for registration of sub-account?
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| The FII has to apply on behalf of the proposed sub-account by submitting Annexure B of
the Regulations duly filled and signed by both the FII and sub-account . Fees of US$ 1000
by means of a demand draft favouring " Securities and Exchange Board of India "
payable at New York should be submitted along with Annexure B. |
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Who can invest as sub-accounts of an FII?
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| A sub-account includes those institutions, established or incorporated outside India
and those funds, or portfolios, established outside India, whether incorporated or not and
corporate and individuals, on whose behalf investments are proposed to be made in India by
a Foreign Institutional Investor. It may however be noted that Non-resident Indians and
Overseas Corporate Bodies (OCB) are not entitled to get registered as sub- account. There
are two categories of sub-accounts:
- Broad-based / Proprietary sub-accounts which are allowed to individually invest upto 10%
of the total issued capital.
- Foreign Corporate and foreign individuals. Investments by each sub-account in this
category should not exceed 5% of the issued capital.

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What is a broad based fund (sub account)?
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| A broad based fund is a fund, which has at least 20 shareholders and no single
investor holds more than 10% of shares and units of the fund. In case, if any investor
holds more than 10% of shares or units of the fund, then it in turn should be broad
based.The proprietary funds of the FII shall not be invested through a broad-based fund. |
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What is a proprietary fund (sub account) ?
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| A Proprietary Fund is a fund wherein the ownership of the funds is that of the Foreign
Institutional Investor. |
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Do all sub-accounts need to be broad-based?
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| No. Proprietary, Foreign corporates and foreign individuals need not be broad-based. |
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How many days are required to register as sub-accounts?
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| In case of the registered Foreign Institutional Investor, it would take 3 working days
from the date of receipt of complete application and fees. |
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What is the method for payment of registration fees?
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| Registration fee for a Foreign Institutional Investor is US$ 5,000 and that for a
sub-account is US$ 1,000. The fee may be paid by a bankers cheque or bank draft drawn in
favour of "Securities and Exchange Board of India" payable at a bank in New
York. |
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Is it necessary to submit the custody agreement with the
application itself or it could be submitted before the registration procedures are
completed?
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| It is not necessary to submit the custodian agreement. The applicant only has to
declare that it has entered into a custodian agreement and should submit particulars of
the domestic custodian. |
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In which name should the securities be registered?
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The Foreign Institutional Investor has the choice to register the securities in the
following names:
- In the name of the Foreign Institutional Investor if the FII is investing on its own
behalf.
- In the name of the sub-account if the FII is investing on behalf of the sub-account
- In the name of the Foreign Institutional Investor a/c sub-account if the FII is
investing on behalf of the sub-account
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What is the procedure in case the Foreign Institutional
Investor/ sub account changes its name?
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| In case if a registered Foreign Institutional Investor changes its name, then it has
to inform SEBI promptly with the relevant documents supporting the name change. The
relevant documents are : A. Request for change in name by the Foreign Institutional
Investor mentioning reasons for name change of the FII and/or sub account.
B. Certificate from the Registrar of Companies, and/or approval from home regulator.
C. Original Registration Certificate issued by SEBI to the Foreign Institutional
Investor
SEBI will record the request of name change and issue a no-objection letter in this
regard. The information regarding name change should be submitted immediately after the
change has taken place in the home country and the requisite approval from the home
regulator (if needed) has been taken.
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| What is the procedure for transferring a sub-account from one
registered Foreign Institutional Investor to another? |
| In case if a registered sub-account wishes to transfer from one registered Foreign
Institutional Investor to another, then the FII to whom it is proposed to be transferred
has to request SEBI for the same along with 1) a declaration that it is authorised to
invest on behalf of the sub-account and 2) a no-objection letter for the transfer of the
sub-account from the transfered FII . |
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What is the procedure for change of local custodian?
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| In case of change of the local custodian of the FII / sub-account, the change should
be intimated to SEBI by the FII. On receipt of no objection from the existing custodian
and acceptance from the proposed custodian, the change of custodian would be approved - by
SEBI. |
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What is the procedure for registering as FII/sub-account under
100% debt route ?
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| The procedure for registration of FII/sub account under 100% debt route is similar to
that of normal funds besides a clear statement by the applicant that it wishes to be
registered as FII/sub account under 100% debt route. However, Government of India
allocates the overall investment limit for 100% debt funds annually. The grant of
investment limit for individual 100% debt funds is within this overall limit. The funds
have to seek further investment limit in case the limit allotted to them is exhausted and
they wish to invest further. |
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Can a Foreign Institutional Investor having an existing account
with one custodian open an account with other custodian for its sub- accounts?
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| Yes. A Foreign Institutional Investor having an account with one custodian can open
accounts with different custodians for its different sub-accounts. However, one
sub-account cannot be custodied with more than one custodian. |
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| What is the procedure if an existing sub-account wants to get
registered as a Foreign Institutional Investor? |
| In case a registered sub-account wishes to get itself registered as a Foreign
Institutional Investor, then it will have to apply in Form A to SEBI for the same and has
to satisfy all the eligibility criteria norms mentioned in SEBI (Foreign Institutional
Investor) Regulations, 1995. It should also submit a letter from the old FII indicating
its No-objection to such registration. |
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In case of merger or takeover, in case the registered Foreign
Institutional Investor loses its existence, then can the SEBI FII registration be
transferred to the surviving entity?
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| No. SEBI FII Registration is not transferable. The surviving entity has to obtain
fresh registration as an FII from SEBI . |
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What are the investment limits for FII/ sub-accounts?
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| The sub-account which is not a foreign individual/ corporate can individually invest
upto 10%. The limit for each foreign corporate/ individual is 5%. These limits are within
the overall limit of 24% / 49% or the sectoral caps as the case may be. |
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Who all are included under the definition of foreign individual?
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| Foreign individuals mean all foreign residents other than Non- Resident Indian and
Overseas Corporate Bodies. |
On what basis is the FII investment limit calculated?
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| Investment limit by all registered FIIs/sub accounts in primary or secondary markets
under Portfolio Investment Scheme is subject to a ceiling of 24% of issued share capital
of a company. The limit can be extended upto 49% / sectoral cap if the general body of the
company approves it. |
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What is the validity period of sub-account registration?
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| The registration of the sub-account is concurrent with the FII with which it is
registered and the registration of the sub-account expires with the expiry of registration
of the FII with which it is registered. Further, if the registration of the FII is
suspended/cancelled, the registration of its sub-account is also suspended/ cancelled as
the case may be. |
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Can a FII/sub-account trade after its registration has expired?
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| If the FII/sub-accounts registration expires , it cannot trade in the Indian
securities market unless it obtains renewal from SEBI. In case, it is not interested in
renewal but has certain residual assets, it can apply for disinvestments in terms of Circular
No. FITTC/CUST/12/2001 dated June 04, 2001 and abide by the guidelines
specified in this regard. |
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Can FII/sub-accounts trade in derivatives ?
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| Yes subject to operational guidelines as specified by SEBI/RBI/various regulatory
authorities from time to time. |
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What is the procedure for renewal of FII/sub-account registration
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| The FII has to apply 3 months before the expiry of registration in Form A. The
application for renewal is dealt with in the same manner as if it were an application for
FII registration. Also, Circular No FITTC/CUST/09/2000 dated September 21, 2000 may be
referred in this regard. |