A practising chartered accountant does not need SEBI registration to give investment advice that is incidental to the professional work being done for a client. Suggesting an ELSS fund while planning a client's tax is the standard example. The position changes once advice on securities becomes a service in its own right, with its own fee, its own clients or a regular portfolio review. At that point the CA needs a certificate of registration as an investment adviser under the SEBI (Investment Advisers) Regulations, 2013, and ICAI allows a member in practice to take it.
The test is the nature of the advice, not the qualification of the person giving it. The rules below are taken from SEBI's consolidated text of the Investment Advisers Regulations, amended up to 25 November 2025, SEBI's own FAQs and ICAI's clarification to members.
The CA exemption in Regulation 4(f), read closely
Regulation 3(1) says no person shall act as an investment adviser, or hold itself out as one, without a certificate of registration from SEBI. Regulation 4 then lists persons who need not register. Clause (f) covers any member of ICAI, ICSI, the cost accountants' institute or the Actuarial Society of India "who provides investment advice to their clients, incidental to his professional service".
Three conditions sit inside that clause. The person must be a member of the Institute. The advice must go to that member's own clients. And it must be incidental to a professional service, meaning it arises while doing something else for the client, such as tax planning, accounts or a valuation.
SEBI's FAQs on registered investment advisers give the example that settles most cases: a CA who, as tax consultant, advises a tax client to invest in ELSS in the course of tax planning is giving incidental advice. The same FAQ draws the line on the other side. If the member provides investment advisory services in securities "as an activity or business" that is not incidental to the primary activity, registration is required.
What SEBI treats as investment advice in the first place
The definition in Regulation 2(1)(l) covers advice on investing in, buying, selling or otherwise dealing in securities, and advice on a portfolio containing securities, whether written, oral or by any other means. It expressly includes financial planning. Since 16 December 2024 the words "and investment products" are no longer part of the definition, so the regulations now speak of securities alone.
Two provisos cut the definition down. Advice given through newspapers, magazines or any electronic or broadcasting medium that is widely available to the public is not investment advice for these regulations. Trading calls are also excluded. An "investment adviser" under Regulation 2(1)(m) is a person who, for consideration, is engaged in the business of giving investment advice, and the term includes anyone who holds himself out as one by whatever name.
Six situations a practising CA runs into
The table applies the regulation and the FAQ to work that commonly reaches a CA's office. The reasons in the last column are what to keep on file if the question is ever raised.
| Situation | SEBI registration needed? | Reason |
|---|---|---|
| Suggesting ELSS or other tax-saving investments while preparing a client's return or tax plan | No | Incidental to the tax service; SEBI's own FAQ example |
| Charging a separate yearly fee to review clients' share and mutual fund portfolios and recommend changes | Yes | Advice on securities offered as a service of its own, for consideration |
| Writing a market column in a newspaper or on a publicly available channel | No | Advice through widely available media is excluded by the proviso to Regulation 2(1)(l) |
| Advising only clients who are based outside India and are not NRIs or persons of Indian origin | No | Regulation 4(i); the proviso brings advice to NRIs and PIOs back within the regulations |
| Using the title "wealth adviser" or "IFA" while distributing mutual funds | Yes, or drop the title | Regulation 3(3) bars these names for a distributor who is not registered as an investment adviser |
| The statutory auditor advising its audit client company on where to invest surplus funds | Not permitted at all | ICAI says this is not allowed under the Companies Act, 2013, registered or not |
The fourth row needs care with Indian families living abroad. Advising a cousin in Dubai who is an NRI on Indian shares is not covered by the overseas-client exemption; whether it is incidental to some other professional work is a separate question.
What ICAI allows a member in practice to do
ICAI answered members' queries in a clarification on the requirement to register as an investment adviser with SEBI. It points to the list of "Management Consultancy and other Services" issued by the Council under section 2(2)(iv) of the Chartered Accountants Act, 1949, which includes investment counselling in respect of securities and other financial instruments. It then records the Ethical Standards Board's view that members in practice may take an investment adviser registration from SEBI.
The same clarification sets three limits. Members are not allowed to engage in broking, underwriting or portfolio management. A statutory auditor cannot provide investment counselling to its audit clients. And where the advisory work is not incidental to the main services given to a client, the member should register with SEBI.
Two other ICAI rules follow a CA into advisory work. A fee linked to the value of a client's portfolio has to be tested against ICAI's restrictions on percentage and contingent fees under Regulation 192. Promotion of the advisory service is subject both to SEBI's advertisement code for investment advisers, which SEBI's FAQ places in its master circular, and to the ICAI rules on advertising by chartered accountants.
Qualifying for registration after the November 2025 amendment
Regulation 7(1) sets the minimum qualification for an individual adviser, the principal officer of a non-individual adviser and persons associated with investment advice. From 25 November 2025, clause (a) asks for a graduate degree or equivalent qualification from a recognised university or institution, or a CFA Charter, together with relevant certification from NISM or an organisation accredited by NISM. Clause (c) offers an alternative: NISM's Post Graduate Program in the Securities Market (Investment Advisory), its Post Graduate Program in Financial Planning or another NISM programme SEBI specifies.
The earlier text of clause (a) named "a professional qualification" in accountancy and related fields. The substituted clause does not mention professional qualifications. Graduates who are CAs meet the education limb and need only the NISM certification. A CA who qualified through the Foundation route without a degree should confirm with SEBI whether the CA qualification is accepted as an "equivalent educational qualification" before applying.
Certification is not a one-time step. Regulation 7(2) requires a fresh NISM certification before the existing one expires, or within three years from the date of the registration certificate, as the case may be.
Registering as a part-time investment adviser
Most CAs who register will keep their audit and tax practice. The regulations have a category for this. A "part-time investment adviser" under Regulation 2(1)(qa) is an individual or firm giving investment advice for consideration while also engaged in another business activity or employment. That other activity must not be related to securities, must not involve handling clients' money and must not involve advising on products or assets for investment purposes. An audit and tax practice will usually fit that description, though the firm should check that none of its other services cross into those three areas.
Part-time registration comes with conditions:
- The registration certificate itself records the part-time status, and the adviser must use the words "part-time investment adviser" in all correspondence with clients.
- Under Regulation 13(h), the number of clients of a part-time adviser cannot exceed 75 in total at any point of time.
- An employed member applying as a part-time adviser must attach a no-objection certificate from the employer, and a fresh one on changing jobs.
For a full-time individual adviser the ceiling is different. Once clients exceed 300 at any time, or fees in a financial year exceed ₹3 crore, whichever comes first, the adviser must start moving to registration as a non-individual adviser and apply for in-principle approval within three months.
What registration costs and the deposit to keep
SEBI's fees are modest. The figures below are from the Second Schedule and SEBI's FAQ. Advisers must also enlist with the Investment Adviser Administration and Supervisory Body (IAASB) and pay its administrative fee; BSE has been recognised as the IAASB for five years from 25 July 2024.
| Item | Individual or firm | Body corporate, including LLP |
|---|---|---|
| Application fee | ₹2,000 | ₹10,000 |
| Registration fee, covering the first five years | ₹3,000 | ₹15,000 |
| Fee for each subsequent five years | ₹1,000 | ₹5,000 |
The deposit with the IAASB depends on the highest number of clients on any day of the previous financial year: ₹1 lakh for up to 150 clients, ₹2 lakh for 151 to 300, ₹5 lakh for 301 to 1,000 and ₹10 lakh above that. Any change in the deposit has to be made by 30 April of the following financial year.
Illustration. Suppose a practising CA registers as a part-time individual adviser and takes on 60 advisory clients. SEBI receives ₹5,000 at registration (₹2,000 plus ₹3,000), and the deposit is ₹1 lakh. Because a part-time adviser can never have more than 75 clients, that CA stays in the lowest deposit band for as long as the part-time registration continues. If the practice later wants 200 advisory clients, the choice is between full-time registration, with a ₹2 lakh deposit, and staying under the cap.
Registration under these regulations is a separate regulatory licence from anything ICAI grants, much as registration as an IBBI registered valuer sits alongside a CA's membership.
Keeping advice and distribution apart
A CA who earns, or whose family earns, commission on mutual funds needs to look at this before registering. According to SEBI's FAQ, an individual investment adviser cannot provide distribution services. The adviser's family also cannot distribute to a client the adviser advises, and the adviser cannot advise a client who receives distribution services from the adviser's family. Family here means the adviser, spouse, children and parents. On the client's side it means the client's dependent spouse, children and parents.
Billing can stay simple. SEBI's FAQ allows fees for advisory services and for unregulated services, such as tax work, to be collected through one invoice and into one bank account, as long as the two are shown as separate line items. Only the fee for the regulated advisory service can be collected through SEBI's centralised fee collection mechanism, CeFCOM.
