What is a Merchant Banker License and Why is it Important?

If you are a financial entity seeking a challenging career with great advancement opportunities, obtaining a SEBI-approved merchant banker license may be the key to success. A merchant banker license is SEBI’s official approval allowing you to conduct merchant banking activities. The issuance of a merchant banker license serves as a regulatory approval that helps protect investors’ interests and uphold the highest standards of legal and ethical conduct in the financial market.

Worried about the challenges faced while getting your SEBI merchant banker registration done? Connect with Enterslice to empower professionals and firms to offer capital-raising, merger and acquisition, and project financing services in India. Obtain a SEBI-approved merchant banking license to act as intermediaries between companies and investors, thereby offering expert guidance throughout the financial lifecycle.

Acts as a SEBI-registered merchant banker

Approximately 236 merchant bankers are registered with SEBI

Growing pool of IPO-ready firms across fintech & SaaS

Underwrites and manages public issues & private placements

Advisory for mergers, acquisitions, and corporate restructuring

Enhance trust & credibility in capital markets

Helps companies in raising their capital efficiency

Support project financing & portfolio management services

227 SME IPOs Listed in 2025

Get SEBI Merchant Banker Registration and Join India’s $4.2 Trillion Capital Market with Us

Let our experts help you secure SEBI merchant banker registration. Gear up to be a part of India’s booming $4.2 trillion capital market.

get_started_img

What is the Scope of the Merchant Banker License Consultancy Services?

The scope of merchant banker license consultancy services extends to the following activities, as discussed below:

req_icon

Underwriting of Securities

The scope of the merchant banker license consultancy services extends to underwriting securities, thereby ensuring successful capital raising for businesses.

req_icon

IPO & Issue Management

Merchant banker license consultancy services include managing public offerings such as initial public offerings (IPOs), follow-on offerings, and private placements.

req_icon

Corporate Advisory Services

It includes corporate advisory services, including mergers, acquisitions, takeovers, disinvestments, and other securities-related market restructuring.

req_icon

Project Advisory

The scope of the merchant banker license extends to providing expert advice and consulting on projects linked to capital raising or securities market financing.

req_icon

Loan Syndication

It includes syndication of rupee-term loans (for corporate funding) in connection with securities-market activities.

req_icon

Debt Market & Government Securities Support

The scope of the merchant banker license includes facilitating debt-market activities and government securities dealings where permitted.

What are the Categories of Merchant Bankers in India?

Under the SEBI (Merchant Bankers) Regulations, 1992, as amended in 2025, merchant bankers in India are classified into two categories of merchant bankers based on their authorized activities and financial capacity, as follows:

  • Category I Merchant Bankers :- Category I Merchant Bankers are full-service intermediaries authorized to undertake all merchant banking activities under the SEBI (Merchant Bankers) Regulations, 1992, as amended in 2025. Their scope of work includes managing public issues, underwriting securities, providing corporate advisory services, handling mergers and acquisitions, and undertaking capital restructuring assignments.
    To operate as a Category I Merchant Banker, you must maintain a minimum net worth of โ‚น25 crore by Phase I (on or before 02 January 2027) and increase the same to โ‚น50 crore by Phase II (on or before 02 January 2028). In addition, they are required to maintain a minimum liquid net worth of โ‚น6.25 crore on or before January 02, 2027 and โ‚น12.5 crore on or before January 02, 2028, as prescribed by the SEBI new amendment.
  • Category II Merchant Bankers :- Category II Merchant Bankers can carry out advisory and issue management activities, excluding lead management of main-board equity IPOs. They may manage rights issues, open offers, buybacks, SME IPOs, debt syndication, and provide corporate restructuring and financial advisory services.
    They must meet phased capital requirements: โ‚น7.5 crore net worth by 2 January 2027 (Phase I), along with a liquid net worth of โ‚น1.875 crore and โ‚น10 crore net worth by 2 January 2028 (Phase II), with a minimum liquid net worth of โ‚น2.5 crore as per SEBI norms.
    Note: Category III and IV merchant bankers were abolished. They are not eligible for registration.

What are the Benefits of Obtaining a Merchant Banker License?

The benefits of obtaining a merchant banker license in India are as discussed below:

Access to the Capital Market

Obtaining a merchant banker license helps companies to raise capital through underwriting and managing public issues.

Portfolio Management

Obtaining a merchant banker license ensures professional portfolio management, ultimately helping companies boost returns on their investments.

Regulatory Compliance

A SEBI-approved merchant banker license ensures that all operations comply with SEBI’s regulatory framework, promoting transparency and enhanced investor protection.

Boosts Credibility

Becoming a SEBI-approved merchant banker boosts market credibility, thereby making it easier to attract corporate clients, institutional investors, and strategic partners.

Revenue Generation

Becoming a licensed merchant banker helps entities generate revenue through advisory fees, underwriting commissions, issue management charges, and portfolio management services.

Economic Contribution

Obtaining a merchant banker license facilitates capital formation, funds corporate expansion, and strengthens financial market efficiency.

Builds Client Relationship

Obtaining a merchant banker license helps build relationships with clients, including companies, banks, and government bodies.

Diversified Opportunities

Obtaining a merchant banker license provides access to a range of financial opportunities, including corporate finance, investment banking, and advisory services.

Legal Protection

Obtaining a merchant banker license from SEBI provides a legal framework for protecting both the intermediary and the investor’s accountability.

How to Apply for Merchant Banker License?

The process to apply for merchant banker license in India requires compliance with the following steps, as discussed below:

File Application (Form A)

The first step requires the applicant to file Form A along with all required declarations and supporting information, as prescribed under the SEBI (Merchant Bankers) Regulations, 1992.

Payment of Application Fee

The next step requires the applicant to pay the non-refundable application fee in the manner prescribed by the Securities and Exchange Board of India.

Attach Relevant Documents

Next, the applicants must attach all relevant documents, including the certificate of incorporation, the M&AOA, the net worth certificate, and details of management and key personnel.

SEBI Verification and Eligibility Criteria

In the next step, the Securities and Exchange Board of India examines whether the applicants meet all eligibility criteria, including the minimum net worth requirement, adequate infrastructure, qualified personnel, and fit-and-proper status.

SEBI Review and Clarifications

Next, the Securities and Exchange Board of India may request additional information, conduct background checks, or seek clarifications to facilitate the smooth processing of a merchant banker license in India.

Grant of Certificate of Registration

Once SEBI is satisfied with compliance and eligibility, it issues the certificate of registration, thereby allowing the operation of a merchant banker license in India.

What is the Timeline for Obtaining a Merchant Banker License from SEBI?

The timeline for obtaining a merchant banker license from SEBI is usually 3 to 6 months, depending on the completion of the application process. Have a look at the timeline breakdown, as discussed below:

Document Preparation & Application Filing: 1 Month

It takes around 1 month to prepare Form A, collect documents, and compile financial details.

SEBI’s Initial Review: 1 Month

It takes around 1 month to conduct a preliminary assessment to verify the completeness of documents, infrastructure and manpower details.

SEBI’s Request for Additional Information: 1 to 2 Months

Seeking clarification from SEBI or responding to queries takes around 1 to 2 months.

Final Evaluation & Grant of License: 1 to 2 Months

It takes about 1 to 2 months to complete the final review and obtain the merchant banker license from SEBI.

What are the Key Documents to Apply for Merchant Banking License in India?

The list of essential documents required to apply for merchant banking license in India is as follows:

Memorandum and Articles of Association (M&AOA)

Certificate of incorporation of the company

Unique Identification Number of the applicant

Certified true copy of PAN card for the applicant

Financial statements of all the applicants

Detailed report from principal bankers

Details of infrastructural facilities

Details of the financial accounts

Details of directors, promoters, and shareholders

Details of Key Managerial Personnel

Board resolution for the appointment of directors

Declaration signed by at least 2 Directors

Details of associated registered intermediaries

Designated email IDs for investor complaints

Organisation’s internal structure details

Educational qualification details of all the Directors

Any other supporting documents (if required)

What is the Role of Merchant Bankers in India?

Merchant bankers are key players in driving the growth and development of startups in India. They act as key intermediaries that facilitate the growth of the entrepreneurial ecosystem for startups, corporations, and growing enterprises. Generally, the merchant bankers are involved in a variety of tasks, including assessing value, raising funds, promoting activities, and managing projects.

Have a look at the key roles and responsibilities of merchant bankers in India, as discussed below:

Startup Valuation

Merchant bankers provide expert valuation reports to startups, thereby playing a critical role in fostering investment credibility in India.

Raising of Funds

Merchant bankers play a primary role in raising funds, thereby helping startups access various capital structures and the private equity system.

Management & Promotional Activities

Merchant bankers play a vital role by providing crucial support in promoting business ideas, such as feasibility studies and feasibility reports.

Project Planning and Control

Merchant bankers are also involved in project management, thereby focusing on the financial aspects of business operations in India.

Know the Multi-Layer Capital Framework for Obtaining a Merchant Banker License?

The restructured multi-layer capital framework required for obtaining a merchant banker license in India is as discussed below:

  • Minimum Net Worth :- As per the SEBI (Merchant Bankers) Amendment Regulations, 2025, Category I Merchant Bankers must maintain a minimum net worth of โ‚น25 crore by Phase I (on or before 02 January 2027) and โ‚น50 crore by Phase II (on or before 02 January 2028). Category II Merchant Bankers are required to maintain โ‚น7.5 crore by Phase I (on or before 02 January 2027) and โ‚น10 crore by Phase II (on or before 02 January 2028). New applicants must meet the full revised net worth requirement at the time of application.
  • Liquid Net Worth :- Merchant bankers must maintain liquid net worth equal to 25% of their prescribed net worth in each phase: โ‚น6.25 crore (Category I) and โ‚น1.875 crore (Category II) in Phase I; โ‚น12.5 crore (Category I) and โ‚น2.5 crore (Category II) in Phase II.
  • Underwriting Limit :- Category I Merchant Bankers with a liquid net worth of โ‚น12.5 crore can underwrite up to โ‚น250 crore, while Category II Merchant Bankers with โ‚น2.5 crore liquid net worth are permitted to underwrite up to โ‚น50 crore.
  • Revenue Threshold :- Category I Merchant Bankers must earn โ‚น25 crore cumulative revenue over the last 3 years, whereas Category II Merchant Bankers must earn โ‚น5 crore cumulative revenue over the last 3 years from SEBI permitted activities. The first assessment period begins with FY 2028-29 (April 1, 2029).

SEBI’s Code of Conduct for Merchant Bankers

Merchant bankers must comply with the SEBI-developed comprehensive code of conduct, which helps maintain their integrity and moral behaviour in India.

  • Maintain confidentiality for the protection of private customer data
  • Disclose and resolve any conflicts of interest
  • Treat every party with equal respect and honesty
  • Deliver accurate and trustworthy information
  • Keep abreast with current advancements within the sector
  • Report any infractions of code to uphold moral principles and responsibility
  • Merchant Bankers cannot outsource core activities. Existing arrangements must end by 3 April 2026.

Eligibility Criteria for SEBI Merchant Banker Registration

The eligibility criteria mandatory for SEBI merchant banker registration in India is as discussed below:

What is the Checklist for SEBI Merchant Banker Registration?

  • Must be a body corporate incorporated under the Companies Act.
  • Hire at least 2 individuals with relevant experience in the merchant banking sector.
  • Have adequate infrastructure, including office space, equipment, and manpower.
  • Must have at least 2 Key Managerial Personnel (KMPs) with relevant experience.
  • Must maintain a minimum net worth:
    • Category I - โ‚น25 crore by Phase I and โ‚น50 crore by Phase II.
    • Category II - โ‚น7.5 crore by Phase I and โ‚น10 crore by Phase II.
  • As per the SEBI (Merchant Bankers) Amendment Regulations, 2025, total underwriting obligations of a merchant banker cannot exceed 20 times its liquid net worth. Existing merchant bankers must comply by 02 January 2028, with a CA certificate confirming compliance submitted as part of the half-yearly report.
  • A CA certificate must confirm that the net worth and liquid net worth of the merchant banker have been maintained throughout the reporting period, not just at the end, and be submitted with the half-yearly report.

What are the Qualification Conditions for SEBI Merchant Bankers?

  • Must have high-level finance credentials such as an MBA, CA, or CFA.
  • Must be skilled in financial modelling, risk management, and strategic financial planning.
  • Must have a clean compliance record with no history of violations or financial misconduct.
  • Must have previous experience in the merchant banking field.
  • Must qualify for the NISM Series IX examination in India.
  • Must comply with fit and proper criteria and other ethical guidelines.
  • Minimum 2 employees and the Compliance Officer must hold NISM Series IX (Merchant Banking) certification, and the Compliance Officer must additionally possess NISM Series III-A (Securities Intermediaries Compliance - Non-Fund) certification.
  • Existing merchant bankers must comply on or before 02 January 2027, while new hires on or after 03 January 2026 must obtain the required certifications within 90 days of appointment.
  • The Principal Officer must have a minimum of 5 years’ experience in financial markets. Existing Merchant Bankers must comply by 02 January 2027, while new applicants must meet this criterion at the time of application as per the new amendment.

Difference between a Merchant Banker and an Investment Banker

The key differences between a merchant banker and an investment banker are as outlined below:

Aspect Merchant Banker Investment Banker
Meaning A merchant banker is a financial institution or individual that provides financial advisory and capital market services. An investment banker helps companies raise capital, underwrite securities, and execute large financial transactions.
Primary Focus Focus on long-term strategic financial advisory, issue management, project financing, and corporate restructuring. Focus on short-term, transactional, and capital-market-driven activities.
Regulation Regulated by SEBI under the SEBI (Merchant Bankers) Regulations, 1992. Regulated by financial authorities such as SEBI, RBI, and other regulators.
Services Offered Provides corporate finance, IPO management, project counselling, international trade finance, loan syndication, and portfolio management. Underwrites securities, advises on mergers and acquisitions (M&A), and assists companies in raising capital.
Clientele Primarily serves private businesses, mid-sized businesses, and high-net-worth individuals. Works mostly with large corporations, institutional investors, and governments.
Risk Profile Often involves long-term investments and risk exposure. Typically involves transactional risk in underwriting and deal execution.

Compliance Guidelines for Merchant Banker License

As per the SEBI (Merchant Bankers) Amendment Regulations, 2025, the following compliance needs to be complied with for a merchant banker license accordingly:

  • 1. Disclosure When Only Marketing an Issue:
    If connected persons of a Merchant Banker (MB) hold more than 0.1% or โ‚น10 lakh (whichever is lower) of paid-up capital or shares, individually or collectively, in the issuer, the MB cannot act as a lead manager. In such cases, the MB may act only as a marketing intermediary, provided full disclosures are made in the offer documents. This requirement applies to all public issues filed on or after 3 January 2026.
  • 2. Conditions for Non-SEBI Regulated Activities: Non-SEBI regulated activities must be carried out through Separate Business Units (SBU), with appropriate Chinese walls and ring-fencing to prevent conflicts of interest. Merchant Bankers are required to maintain website disclosures, client acknowledgements, separate records, and ensure board oversight for these activities. Existing Merchant Bankers must complete the segregation of non-SEBI activities by 3 July 2026.
  • 3. Ongoing Undertakings & Disclosures: Merchant Bankers are required to submit undertakings in their half-yearly reports confirming compliance with SEBI regulations. They must maintain website disclosures for non-SEBI activities and provide CA certifications verifying adherence to financial thresholds and regulatory obligations.

Why Partner with Enterslice to Apply for Merchant Banker License?

If you are looking to begin your journey as a merchant banker, partnering with Enterslice can help you simplify the SEBI registration process with more compliance. Besides SEBI merchant banker registration, we also help in AIF registration, asset management company registration, SEBI research analyst registration, etc. Here are the key reasons why you should choose Enterslice to apply for merchant banker license in India:

  • Network of 10,000+ CAs, CSs, lawyers, and capital market experts
  • Serves across 5000+ pin codes in India
  • Consistent 99% success rate in obtaining a merchant banker license
  • Consultants with extensive experience in SEBI merchant banker regulations
  • End-to-end professional assistance throughout the licensing process
  • Efficient handling of documentation & other financial statements
  • Offers a free initial consultation for merchant banker license applicants
  • Guarantees the best competitive price with no hidden charges
  • Help mitigate regulatory risks during SEBI’s evaluation and approval process
  • Prioritizes fast processing and minimal delays
  • Ensures 100% compliance with SEBI norms and capital market guidelines
  • Get a one-stop solution for licensing, compliance, and capital market services

Frequently Asked Questions on SEBI Merchant Banker Registration

A merchant banker is a financial institution or individual that provides advisory services and raises capital for corporations. It further helps businesses to manage complex financial transactions, such as IPOs, mergers and acquisitions, and corporate restructuring.

A Category I merchant banker is a financial professional registered with the Securities and Exchange Board of India. It also provides a wide range of services, including acting as an issue manager for IPOs, serving as an advisor, consultant, underwriter, and portfolio manager.

Yes, a Chartered Accountant (CA) can become a merchant banker in India. However, the path is not based on the CA qualification alone, but also ensures compliance with category I merchant banker requirements as stated in the regulations.

The Securities and Exchange Board of India is the authority responsible for regulating the merchant banking business under the SEBI (Merchant Bankers) Regulations, 1992. However, the Reserve Bank of India is another regulatory authority responsible for overseeing merchant banking operations in India.

It indicates the highest level of merchant banking. The scope of category I merchant banker includes managing main board equity IPOs, buybacks, open offers, delisting, rights issues and QIPs, corporate restructuring and advisory, debt and hybrid issuances, and lead management of public issues.

It is designed for mid-sized advisory and issue managers. It can perform all the responsibilities of a merchant banker except managing the main board equity IPOs. The scope of category II merchant banker includes rights issues, open offers, delisting, buybacks, SME IPOs, corporate advisory, etc.

The process for obtaining a merchant banker license requires compliance with the steps set out by the Securities and Exchange Board of India. Here are the details of the complete process for obtaining a merchant banker license in India:

  • Step 1: File Application (Form A)
  • Step 2: Payment of Application Fee
  • Step 3: Attach Relevant Documents
  • Step 4: SEBI Verification and Eligibility Criteria
  • Step 5: SEBI Review and Clarifications
  • Step 6: Grant of Certificate of Registration

A merchant banking certification is a professional qualification, such as NISM Series IX Merchant Banking Certification, that validates an individual’s knowledge of the Indian securities market. However, this certification is required for employees working with SEBI-registered merchant bankers and covers topics such as issue management, mergers and acquisitions, and other relevant regulations.

The fees for a merchant banker in India are structured to include application fees, initial registration fees, and renewal fees, charged in accordance with the SEBI regulations.

Generally, there exist four types of merchant bankers in India. The category I merchant banker includes full-service; category II merchant banker includes limited services; category III merchant banker includes underwriters, advisors, and consultants; and category IV merchant banker includes advisors and consultants only.

A Category II Merchant Banker is authorized to provide a range of advisory and issue management services, excluding the lead management of main-board equity IPOs. This includes activities such as managing rights issues, open offers, buybacks, SME IPOs, debt syndication, and corporate restructuring.
In compliance with SEBI’s new regulatory amendment, they must meet stepped capital adequacy requirements in phase wise such as achieving a net worth of โ‚น7.5 crore with a liquid net worth of โ‚น1.875 crore by 2 January 2027 (Phase I), and increasing to a net worth of โ‚น10 crore with a liquid net worth of โ‚น2.5 crore by 2 January 2028 (Phase II).

There is no single No. 1 merchant banker in India. However, ICICI Securities, Axis Capital, Kotak Mahindra Capital, and SBI Capital Markets are some of the best-ranked merchant bankers in India. Moreover, the ranking can differ depending on the specific metric used, such as the number of IPOs, market share, or deal value.

Merchant bankers offer financial advisory and capital-raising services to corporations and high-net-worth individuals. However, the key financial services include follow-ups on IPOs, underwriting, mergers and acquisitions advice, and corporate restructuring.

A merchant bank can be either a private or a public entity, because they are typically structured as a corporate body and serves a client base that includes both private firms and public companies.

Kotak Mahindra Capital, followed by SBI Capital Markets and Axis Capital, are among the largest merchant bankers in India.

Yes, foreign entities that already have an Indian substitute or associate registered with the Securities and Exchange Board of India can apply for a merchant banker license in India.

Related Services

Our Awards Our Awards

Top 100 Companies in Asia - Red Herring
Top 100 Companies in Asia - Red Herring

Red Herring Top 100 Asia enlists outstanding entrepreneurs and promising companies. It selects the award winners from approximately 2000 privately financed companies each year in the Asia. Since 1996, Red Herring has kept tabs on these up-and-comers. Red Herring editors were among the first to recognize that companies such as Google, Facebook, Kakao, Alibaba, Twitter, Rakuten, Salesforce.com, Xiaomi and YouTube would change the way we live and work.

Top 25 in India - Consultants Review

Researchers have found out that organization using new technologies in their accounting and tax have better productivity as compared to those using the traditional methods. Complying with the recent technological trends in the accounting industry, Enterslice was formed to focus on the emerging start up companies and bring innovation in their traditional Chartered Accountants & Legal profession services, disrupt traditional Chartered Accountants practice mechanism & Lawyers.

Top 25 in India - Consultants Review

We partner with more than 100+ companies

-- Testimonials

Don't take our word for it

In the news