SEBI Guidelines
A comprehensive overview of the regulatory framework governing unlisted shares and pre-IPO investments in India.
Regulatory Framework
The Securities and Exchange Board of India (SEBI) is the primary regulator overseeing the securities market in India. While unlisted shares are not traded on recognized stock exchanges, they still fall under the broader regulatory umbrella of SEBI and the Companies Act, 2013.
Key SEBI Regulations for Unlisted Shares
Share Transfer Norms
Unlisted shares can only be transferred in dematerialized (demat) form as per SEBI mandate. Physical share certificates must be converted to demat before transfer.
KYC Requirements
Both buyer and seller must complete KYC verification through their Depository Participant. PAN, Aadhaar, and address proof are mandatory.
DRHP Filing
Companies planning an IPO must file a Draft Red Herring Prospectus (DRHP) with SEBI, which becomes a key document for evaluating pre-IPO investments.
Insider Trading Rules
SEBI's insider trading regulations apply to unlisted companies as well. Trading based on Unpublished Price Sensitive Information (UPSI) is prohibited.
Important Regulations
| Regulation | Description |
|---|---|
| SEBI (LODR) Regulations, 2015 | Governs listing obligations and disclosure requirements for companies |
| SEBI (PIT) Regulations, 2015 | Prohibits insider trading in securities of listed and to-be-listed companies |
| SEBI (ICDR) Regulations, 2018 | Governs the issuance of capital and disclosure requirements for IPOs |
| Companies Act, 2013 | Regulates share transfer, buyback, and corporate governance of all companies |
UnlistedGain's Compliance: We operate in full compliance with all applicable SEBI regulations and ensure that every transaction on our platform adheres to the highest standards of regulatory compliance and investor protection.
Investor Protection Measures
- All shares are verified for authenticity before listing on our platform
- Counterparty verification is mandatory for every transaction
- We maintain complete transaction records for audit purposes
- Investors are educated about risks associated with unlisted investments
- Our processes are regularly audited by independent auditors
Last updated: April 2026