Wealth-Tech & Fintech Companies – Incorporation and Regulatory Guide

A wealth-tech founder registering a company in India is not filing one set of paperwork. Incorporation under the Companies Act, 2013 is the easy half. “Wealth-tech” is not a single regulated category: depending on whether the product gives investment advice, executes trades, manages discretionary portfolios, distributes mutual funds, or pulls financial data through an account aggregator, the founder faces a different regulator, timeline, and capital commitment before the app can legally onboard a client. This guide covers the entity choice, incorporation mechanics, and licence pathways that apply to Indian wealth-tech businesses in 2026, including the SEBI reforms that replaced net worth thresholds with a deposit-based system and the RBI payment aggregator framework notified in September 2025.

What licence does a wealth-tech startup need in India?

There is no single “wealth-tech licence.” A robo-advisory or financial planning app needs SEBI Investment Adviser registration. A platform that manages client money at its own discretion needs SEBI Portfolio Manager registration under the SEBI (Portfolio Managers) Regulations, 2020. A mutual fund distribution app needs an AMFI Registration Number. A platform pulling bank and investment data on the client’s behalf needs an RBI NBFC-AA licence. The business model, not the word “wealth-tech,” determines the regulator.

Why wealth-tech is not one regulatory category

Founders often incorporate first and figure out the licence later, the wrong order for this sector. The Securities and Exchange Board of India (SEBI) and the Reserve Bank of India (RBI) both regulate pieces of the wealth-tech stack, each with its own registration, capital, and governance requirements:

• Investment advice or robo-advisory: falls under the SEBI (Investment Advisers) Regulations, 2013
• Discretionary or non-discretionary portfolio management: falls under the SEBI (Portfolio Managers) Regulations, 2020
• Order execution or brokerage: requires SEBI stockbroker registration with exchange membership
• Mutual fund distribution: requires an AMFI Registration Number (ARN), not a SEBI licence
• Financial data aggregation: requires an RBI Non-Banking Financial Company – Account Aggregator (NBFC-AA) licence
• Payment collection on behalf of the platform: requires RBI payment aggregator authorisation under the Payment and Settlement Systems Act, 2007

A single wealth-tech app frequently touches two or three of these at once. A robo-advisory that also collects fees through its own payment flow needs both SEBI IA registration and a payment aggregator authorisation, or a tie-up with an already-authorised one. Getting the object clause, entity type, and sequencing wrong at incorporation means refiling with the Ministry of Corporate Affairs (MCA) later, which resets registrar scrutiny and delays the SEBI or RBI timeline by weeks.

Choosing the entity: private limited company, not LLP

For a wealth-tech business that expects to apply for any SEBI or RBI registration, the entity choice is largely made for the founder.

• SEBI (Investment Advisers) Regulations, 2013 permit a body corporate, LLP, or individual, but SEBI’s 2025 guidelines push non-individual applicants without a qualified partner toward LLP or company form
• SEBI (Portfolio Managers) Regulations, 2020 require a body corporate incorporated in India; an LLP cannot register as a portfolio manager
• RBI’s NBFC-AA and payment aggregator frameworks both require a company incorporated under the Companies Act, 2013
• Venture investors at seed or Series A stage require a private limited company for equity issuance, ESOP pools, and standard institutional documentation

A private limited company is the only structure that keeps every regulatory door open as the business model evolves from advisory to portfolio management to broking, a common progression in this sector. Founders who incorporate as an LLP to save on early compliance cost usually pay for a conversion exercise within eighteen months once the first SEBI registration becomes necessary.

Table 1: Entity fit by wealth-tech activity

Activity	Eligible entity types	Regulator	Minimum net worth or deposit
Investment advisory (individual)	Individual, LLP, company	SEBI	Deposit of ₹1 lakh to ₹10 lakh depending on client count
Investment advisory (non-individual)	LLP or company	SEBI	Deposit under lien with IAASB, tiered by client base
Portfolio management	Company only	SEBI	₹5 crore net worth
Stockbroking	Company (exchange member)	SEBI	₹1 crore to ₹50 crore by membership type
Account aggregation	Company (NBFC)	RBI	₹2 crore net owned funds
Payment aggregation	Company	RBI	₹15 crore at application, ₹25 crore within 3 years

Incorporating the company: the SPICe+ process and object clause

Company incorporation follows the standard route through the MCA’s SPICe+ (Simplified Proforma for Incorporating a Company Electronically Plus) form, which bundles name reservation, incorporation, PAN, TAN, EPFO, ESIC, and GST registration into a single filing.

How long does it take to incorporate a wealth-tech company in India?

Name reservation and incorporation through SPICe+ typically takes 7 to 15 working days once digital signature certificates (DSC), director identification numbers (DIN), and identity documents for all proposed directors are ready. The MCA issues the Certificate of Incorporation (COI) once the Registrar of Companies (RoC) is satisfied with the Memorandum of Association (MOA) and Articles of Association (AOA).

For a wealth-tech company, the object clause in the MOA needs specific drafting attention. A generic “financial technology services” clause is not enough. If the founder already knows the business will need SEBI Investment Adviser registration, the main objects clause should explicitly reference investment advisory, portfolio advisory, and related technology services. SEBI reviewers cross-check the MOA against the activity described in the registration form, and a mismatch is a common reason for a first-round query.

Documents typically required at this stage: PAN and Aadhaar of all directors and subscribers, passport-size photographs and address proof for each director, proof of registered office, digital signature certificates for at least two directors, and a draft MOA and AOA with the object clause reviewed for the intended SEBI or RBI activity.

Which SEBI or RBI licence applies to your wealth-tech model?

This is the decision point that most generic incorporation guides skip. The table below maps the common wealth-tech business models seen in the Indian market to the registration that actually applies.

Table 2: Business model to regulatory pathway

Wealth-tech model	Applicable registration	Governing regulation
Robo-advisory, financial planning app	SEBI Investment Adviser (IA)	SEBI (Investment Advisers) Regulations, 2013
Discretionary portfolio management	SEBI Portfolio Manager (PMS)	SEBI (Portfolio Managers) Regulations, 2020
Trade execution, brokerage app	SEBI stockbroker	SEBI (Stock Brokers) Regulations, 2026
Mutual fund distribution only	AMFI ARN	AMFI guidelines (not a SEBI licence)
Bank and portfolio data aggregation	RBI NBFC-AA	RBI (Non-Banking Financial Companies – Account Aggregator) Directions, 2025
In-app payment collection	RBI Payment Aggregator	RBI (Regulation of Payment Aggregators) Directions, 2025

A platform offering only curated fund recommendations without individualised advice sits in a grey zone that SEBI has narrowed considerably since its 2024 to 2025 amendments. Any personalised recommendation tied to a specific client’s portfolio, even algorithmically generated, is treated as investment advice requiring IA registration.

How do you register as a mutual fund distribution platform?

A wealth-tech app that only distributes mutual funds, without giving personalised advice, needs an AMFI Registration Number (ARN) rather than a SEBI licence. The applicant clears the NISM Series V-A certification, then applies through AMFI’s processing agent, CAMS, with PAN, Aadhaar, photographs, and the Know Your Distributor (KYD) acknowledgement. The fee is ₹3,000 plus GST for an individual, and ₹40,000 plus GST for a company or LLP, valid for three years, co-terminus with the NISM certificate. This route is cheaper and faster than SEBI IA or PMS registration, but it only covers distribution commission, not advisory fees, and the platform cannot make a personalised recommendation without crossing into IA territory.

How much net worth does a stockbroking wealth-tech app need?

A wealth-tech platform offering trade execution needs SEBI stockbroker registration and exchange membership. The net worth bar now runs under the SEBI (Stock Brokers) Regulations, 2026, notified 7 January 2026, which fully repealed the 1992 Regulations: ₹1 crore for a Trading Member, ₹5 crore for a Self-Clearing Member, ₹15 crore for a Clearing Member, and ₹50 crore for a Professional Clearing Member, on top of a variable net worth component. SEBI’s April 2026 consultation paper proposes linking that variable component to active client count rather than average client cash balance, with comments closed 15 May 2026 and finalisation still pending. Verify current status against SEBI’s website before structuring an application around it.

Table 3: Stock broker net worth under the 2026 Regulations

Membership type	Base net worth
Trading Member	₹1 crore
Self-Clearing Member	₹5 crore
Clearing Member	₹15 crore
Professional Clearing Member	₹50 crore

SEBI Investment Adviser registration: the 2025 deposit framework

This is the area where founders relying on older articles get misled. SEBI’s Second Amendment to the Investment Advisers Regulations, notified 25 November 2025 (F. No. SEBI/LAD-NRO/GN/2025/278), replaced net worth-based eligibility for non-individual investment advisers with a deposit-based system, building on the December 2024 amendment.

How much capital does a wealth-tech startup need for SEBI Investment Adviser registration?

A non-individual investment adviser no longer needs a fixed net worth. It must instead maintain a deposit with a scheduled bank, marked under lien in favour of the Investment Adviser Administration and Supervisory Body (IAASB), tiered by client count from roughly ₹1 lakh to ₹10 lakh, replacing the earlier flat ₹25 lakh net worth requirement for corporate IAs.

Key changes to build into the compliance plan:

• Qualification requirements were broadened in 2025 to accept any graduate or postgraduate degree, provided the individual clears the relevant NISM certification
• A partnership firm applying as a non-individual IA must designate a partner as Principal Officer meeting the qualification bar; firms unable to meet this had until 30 September 2025 to convert to LLP or company form
• Persons Associated with Investment Advice (PAIA) now follow the same relaxed qualification pathway as the Principal Officer
• IAs advising on products outside SEBI’s purview (insurance, real estate, alternative assets) must obtain a client disclosure beforehand, and cannot issue trading calls under the IA registration

The deposit-based model is materially cheaper for a bootstrapped wealth-tech founder to satisfy than the earlier net worth rule was, which is a genuine tailwind for early-stage robo-advisory businesses, but the qualification and NISM certification checks have tightened correspondingly.

SEBI Portfolio Manager registration: what changes if you manage money directly

Does a wealth-tech platform need SEBI portfolio manager registration?

A wealth-tech platform needs SEBI Portfolio Manager registration only if it exercises discretion over a client’s securities or funds, distinct from merely advising. Regulation 9 of the SEBI (Portfolio Managers) Regulations, 2020 fixes the minimum net worth at ₹5 crore, and SEBI’s later revisions raised the minimum client investment for a PMS account to ₹50 lakh, a materially higher bar than Investment Adviser registration.

SEBI released a consultation paper on 23 July 2026 proposing the most significant PMS overhaul since 2020: net worth cut from ₹5 crore to ₹2 crore, a separate mutual fund-only PMS (MF-PMS) category at a reduced ₹25 lakh minimum investment, and simpler principal officer qualification norms. Comments closed 13 August 2026 and the draft remained pending at the time of writing. Check SEBI’s website before budgeting against the current ₹5 crore threshold, since a lower bar would change the sequencing described here.

Additional requirements under the Portfolio Managers Regulations:

• A custodian is mandatory for discretionary or non-discretionary services (advisory-only portfolio managers are exempt), and non-discretionary advisory PMS cannot invest more than 25 percent of AUM in unlisted securities
• Principal Officer and Compliance Officer roles must meet SEBI’s NISM certification requirements, and net worth must be maintained continuously, not only at registration; SEBI has penalised portfolio managers whose net worth fell below ₹5 crore post-registration

For a founder deciding between an IA and a PMS model at incorporation stage, the practical filter is client control. If the client clicks “approve” on every recommendation, IA registration is sufficient and materially cheaper to set up. If the platform rebalances the portfolio without a client click each time, PMS registration is required regardless of how the product is marketed.

When does a wealth-tech platform need an RBI licence instead of, or in addition to, a SEBI one?

Wealth-tech platforms that touch money movement or financial data, rather than only giving advice, cross into RBI’s regulatory perimeter.

RBI Payment Aggregator directions, 2025: The Reserve Bank of India (Regulation of Payment Aggregators) Directions, 2025, notified in September 2025, consolidated the earlier framework into a single set of directions. Non-bank entities collecting client fees or investment amounts through their own payment flow need authorisation under the Payment and Settlement Systems Act, 2007. Entities already operating had to apply by 31 December 2025 or wind down by 28 February 2026, a window that has now closed. A founder incorporating now applies fresh under the same framework, with no transition benefit.

Applicants need a minimum net worth of ₹15 crore at application, rising to ₹25 crore by the end of the third financial year and maintained thereafter, backed by a statutory auditor’s certificate confirming compliance.

Most early-stage founders route payment collection through an already-authorised third-party aggregator rather than seeking their own authorisation, since ₹15 crore is a significant early-stage capital commitment worth structuring for before the product architecture is finalised.

RBI Account Aggregator (NBFC-AA) framework: If the platform’s core function is pulling a client’s bank statements, mutual fund holdings, and insurance data through consent-based sharing, it typically integrates with an existing NBFC-AA rather than becoming one. Becoming an NBFC-AA requires a minimum net owned fund of ₹2 crore and a separate NBFC registration process, a heavier lift than most wealth-tech founders need unless data aggregation is the entire product.

Cybersecurity and data compliance before you apply

Does a SEBI-registered wealth-tech company need a separate cybersecurity framework?

Yes. SEBI’s Cybersecurity and Cyber Resilience Framework (CSCRF), notified 20 August 2024 and phased in through 2025, applies to Investment Advisers, Research Analysts, Portfolio Managers, and Mutual Fund distributors and AMCs, alongside exchanges and depositories. This is a separate compliance layer from the registration itself, and SEBI reviewers increasingly expect a CSCRF readiness statement alongside the application, not filed as an afterthought.

The CSCRF classifies entities into five categories by scale, from Market Infrastructure Institution down to Self-certification. For Portfolio Managers, classification runs by AUM: ₹10,000 crore and above is Qualified, ₹3,000 crore to ₹10,000 crore is Mid-size, and below that is Small-size or Self-certification, the tier most early-stage wealth-tech PMS applicants fall into. Even at the smallest tier, a board-approved cybersecurity policy, a designated incident-reporting contact, and disaster recovery capability within a defined recovery time objective are required.

Where the platform also processes payments or aggregates financial data through an RBI-regulated function, a second layer applies:

• Cyber incidents must be reported to CERT-In within six hours of becoming aware of them, under directions issued under Section 70B of the Information Technology Act, 2000
• RBI-regulated payment and data entities separately report incidents to RBI’s own supervisory channel, alongside CERT-In, with log retention running to 180 days
• Payment data relating to Indian transactions must be stored exclusively within India under RBI’s data localisation mandate

Building the CSCRF policy, incident-response contact, and data localisation architecture into the technology build before filing avoids a costlier retrofit once the platform has live users.

Post-incorporation registrations and adjacent fintech licences most founders miss

A wealth-tech founder who has secured the SEBI or RBI registration still has a second layer of state and central registrations to complete before the business is fully compliant, and often a third layer if the product expands into lending or insurance distribution.

Does a wealth-tech company need GST registration, and what rate applies?

Yes. GST registration is mandatory once aggregate turnover crosses ₹20 lakh (₹10 lakh in special category states), and advisory, portfolio management, and distribution fees are taxed at the standard 18 percent rate. A SEBI AAR ruling confirms that advisory and management fees paid to an investment manager are a taxable financial service where both parties are located in India, relevant for platforms structuring fees through an AIF or fund-of-funds layer. Registration takes about 7 working days, is separate from MCA incorporation, and is often missed until the first invoice needs raising.

Beyond GST, most states require a Shops and Establishments registration for the registered office and a professional tax registration for the employer and employees in states that levy it (Maharashtra, Karnataka, West Bengal, among others). Neither is glamorous, but both get checked during funding-round due diligence.

Why SEBI and RBI KYC standards are not the same for a wealth-tech platform

A platform onboarding clients for advisory or distribution follows SEBI’s KYC norms, typically Central KYC (CKYC) with PAN validation and Video-based Customer Identification (V-CIP) for remote onboarding. A platform issuing a prepaid instrument or collecting payments follows RBI’s KYC Master Direction, which permits lighter Aadhaar-based e-KYC below certain limits. An app offering both investment advice and an in-app wallet needs both flows running in parallel, a build requirement teams often discover only after the compliance review.

When does a wealth-tech platform need an NBFC-P2P or IRDAI licence?

Wealth-tech founders who extend the product into adjacent fintech categories cross into a different regulator entirely, and this is where a “wealth-tech and fintech” incorporation brief most often gets under-scoped:

• Peer-to-peer lending features require NBFC-P2P registration under the RBI (Non-Banking Financial Companies – Peer to Peer Lending Platform) Directions, 2025, with a minimum net owned fund of ₹2 crore; NBFC-P2Ps cannot lend their own funds or hold lender funds on their balance sheet
• Insurance distribution or bundling requires IRDAI Corporate Agent registration under the 2015 Regulations, with a minimum net worth of ₹50 lakh, and at most three insurer tie-ups per class of insurance
• Digital lending run through a bank or NBFC partner classifies the platform as a Lending Service Provider (LSP), needing no separate RBI licence but a written agreement with the regulated lender and compliance with Key Fact Statement and data minimisation rules

None of these triggers on a pure advisory or PMS model, but roadmaps that add a lending or insurance feature months after SEBI registration routinely miss that the new feature needs its own registration, not an extension of the existing one.

How do you apply for an RBI licence in 2026?

Every RBI application, including NBFC-P2P and payment aggregator authorisation, must be filed through the PRAVAAH portal, mandatory for all regulated entities from 1 May 2025. It hosts a dedicated form per licence category and tracks application status in one interface, replacing physical or email submissions.

DPIIT recognition, the tax holiday, and FEMA rules for foreign capital

A DPIIT-recognised wealth-tech startup, structured as a private limited company or LLP incorporated between 1 April 2016 and 31 March 2030, can claim a 100 percent deduction on profits for any three consecutive assessment years within its first ten years, now governed by Section 140 of the Income-tax Act, 2025 (effective 1 April 2026, replacing the erstwhile Section 80-IAC).

What are the eligibility conditions for the startup tax holiday?

Eligibility requires DPIIT recognition, Inter-Ministerial Board (IMB) certification confirming the business is an “eligible business” under innovation or scalability criteria, annual turnover not exceeding ₹100 crore in any financial year of the window, and the deduction is only available under the old tax regime.

For a wealth-tech founder, the sequencing question is whether to apply for DPIIT recognition before or after SEBI registration. There is no regulatory dependency, but investors reviewing the cap table at Series A frequently ask whether both boxes are ticked, since DPIIT recognition also unlocks a TDS deferral on ESOP perquisite tax for the founding team. Angel tax under the erstwhile Section 56(2)(viib) no longer factors into this sequencing: it was abolished for all investor classes from 1 April 2025 and does not appear in the Income-tax Act, 2025.

FEMA and FDI rules for a wealth-tech startup raising foreign capital

Wealth management and robo-advisory businesses fall under 100 percent FDI through the automatic route, subject to the relevant SEBI registration being in place or applied for. Two conditions materially affect wealth-tech founders raising from outside India:

• Investors from countries sharing a land border with India (China, Pakistan, Bangladesh, Nepal, Myanmar, Bhutan, Afghanistan) require prior government approval under Press Note 3 (2020) regardless of sector or size, including indirect investment routed through intermediate holding structures
• RBI’s draft Foreign Exchange Management (Foreign Investment) Rules, 2026, published 21 July 2026, would replace the 2019 NDI Rules entirely. It keeps the existing qualitative control test but adds a quantitative one: a foreign investor holding 10 percent or more voting rights, directly or through shareholders’ agreements, may be treated as exercising control. The draft also brings AIFs, REITs, and InvITs within eligible investee entities. Comments closed 31 August 2026 and the rules remain in draft form; track this to finalisation before assuming the current test alone governs the deal

A wealth-tech company that has not completed FC-GPR filing for a prior round, or that routes a foreign round through a jurisdiction the reviewing SEBI officer flags as opaque, will see its application queried on beneficial ownership grounds even when the incorporation itself is compliant.

Common mistakes that cost wealth-tech founders time and money

1. Incorporating before deciding the licence pathway. Founders draft a generic MOA object clause, then discover during the SEBI application that it does not cover investment advisory or portfolio management. Amending the MOA requires a special resolution and RoC filing, adding four to six weeks before the application can even be submitted.

2. Choosing LLP for a business that will need PMS registration. Regulation 7 of the SEBI (Portfolio Managers) Regulations, 2020 requires a body corporate. An LLP cannot register as a portfolio manager under any circumstance, forcing a full entity conversion later that resets contracts, bank mandates, and often the cap table.

3. Treating “curated recommendations” as exempt from IA registration. SEBI’s 2024 to 2025 clarifications tightened the line between generic content and personalised advice. A recommendation engine that factors in a specific user’s risk profile, however lightly, is investment advice requiring registration, and operating without it exposes the founder to enforcement action.

4. Missing the FEMA control test on a mixed cap table. A wealth-tech startup with both Indian and foreign investors, some routed through holding entities, needs the beneficial ownership chain mapped before the SEBI application, not during it. SEBI’s “fit and proper” review extends to promoters and significant shareholders.

5. Adding a lending or insurance feature without checking whether it needs its own registration. A wealth-tech app that bolts on a peer-to-peer lending marketplace or insurance cross-sell after SEBI registration often assumes the existing licence covers it. It does not: NBFC-P2P and IRDAI Corporate Agent registration are separate applications with their own capital thresholds, and operating either unregistered is a distinct compliance breach.

Case study

Situation: A seed-stage robo-advisory founder in Bengaluru had incorporated a private limited company with a generic “fintech services” object clause and begun onboarding beta users.

Challenge: The MOA did not reference investment advisory services, the team had no NISM-certified Principal Officer, and a planned rebalancing feature would have required Portfolio Manager registration rather than the Investment Adviser registration the founder assumed was sufficient.

What Treelife did: Amended the object clause through a special resolution, sequenced the NISM certification ahead of the SEBI IA filing, and restructured the roadmap so rebalancing launched under an advisory-approval flow instead of full discretion, avoiding a PMS registration at that stage.

Outcome: SEBI IA registration was granted within the standard window with no deficiency queries, avoiding an estimated ₹5 crore premature capital lock-in that a PMS registration would have required at seed stage.

FAQ’s on Wealth-Tech & Fintech Companies – Incorporation and Regulatory Guide

Q: How is a SEBI Investment Adviser’s income taxed?
A: Income from advisory fees is taxed as business income under normal corporate or LLP tax slabs. A DPIIT-recognised, IMB-certified entity can use the Section 140 tax holiday (Income-tax Act, 2025) to exempt profits for three of the first ten years, but only under the old tax regime.

Q: What does SEBI or RBI registration typically cost in professional fees?
A: SEBI IA registration fees typically run in the low lakhs depending on entity complexity. PMS registration costs materially more given the ₹5 crore net worth documentation and custodian tie-up, and RBI payment aggregator authorisation is highest of all given the ₹15 crore net worth threshold and technology audit requirements.

Q: How long does the entire process take from incorporation to SEBI registration?
A: Incorporation takes 7 to 15 working days. SEBI IA registration, once the deposit and NISM certification are ready, generally takes 60 to 90 days. Portfolio Manager registration can take longer given net worth verification and custodian appointment.

Q: What documents does a wealth-tech startup need for SEBI registration?
A: Certificate of Incorporation, MOA and AOA reflecting the advisory or portfolio management object clause, Principal Officer’s NISM certification, deposit or net worth certificate, PAN and KYC of directors and significant shareholders, and a business plan describing the methodology.

Q: Can a foreign investor hold shares in a SEBI-registered wealth-tech company?
A: Yes, wealth management and advisory activities permit 100 percent FDI under the automatic route, subject to Press Note 3 (2020) approval for investors from land-border-sharing countries and RBI’s beneficial ownership disclosure norms.

Q: Does DPIIT recognition apply automatically once a company is SEBI-registered?
A: No, the two are independent processes. A wealth-tech startup must apply separately to Startup India for DPIIT recognition and, for the Section 140 tax holiday, separately to the Inter-Ministerial Board for eligible business certification.

Q: What happens if a wealth-tech startup operates without the correct SEBI registration?
A: It exposes the company and directors to SEBI enforcement, including cease-and-desist orders, monetary penalties, and reputational damage that typically blocks future SEBI applications and investor due diligence.

Q: Do NRI founders face additional restrictions incorporating a wealth-tech company?
A: An NRI founder can hold shares and directorship under the automatic FDI route, but SEBI’s “fit and proper” criteria for Principal Officer and significant shareholders apply equally, and residency status affects which director must satisfy the resident director requirement.

Q: What happens to a wealth-tech deal if a SEBI application is rejected mid-fundraise?
A: A rejected or deficient application typically pauses the round, since investors condition closing on registration being in place or imminent. Build a buffer of at least 90 days between the filing and the target closing date.

Q: How does GST apply to a wealth-tech business, and at what turnover?
A: Registration is mandatory once aggregate turnover crosses ₹20 lakh (₹10 lakh in special category states). Advisory, portfolio management, and distribution fees are all taxed at the standard 18 percent rate.

Q: Does a wealth-tech platform need a separate licence to add a lending or insurance feature?
A: Yes. A peer-to-peer lending feature needs NBFC-P2P registration with a ₹2 crore minimum net owned fund, and insurance distribution needs IRDAI Corporate Agent registration with a ₹50 lakh minimum net worth. Neither is covered by an existing SEBI IA or PMS registration.

Q: What happens if a wealth-tech company misses the 6-hour CERT-In breach reporting window?
A: Failure to report a mandatorily reportable cyber incident within the prescribed window under the Information Technology Act, 2000 directions can attract imprisonment or a fine, and separately invites scrutiny from SEBI or RBI on the entity’s ongoing fitness to hold its registration.

Regulatory references

• Companies Act, 2013, Sections 3 and 7 (incorporation)
• SEBI (Investment Advisers) Regulations, 2013, as amended by the Second Amendment Regulations, 2025 (F. No. SEBI/LAD-NRO/GN/2025/278) and the deposit-based framework introduced in December 2024
• SEBI (Portfolio Managers) Regulations, 2020, Regulation 7 and Regulation 9
• SEBI (Stock Brokers) Regulations, 2026 (SEBI/LAD-NRO/GN/2026/291), replacing the 1992 Regulations
• SEBI Cybersecurity and Cyber Resilience Framework (CSCRF), notified 20 August 2024

External sources

• Ministry of Corporate Affairs
• Securities and Exchange Board of India
• Reserve Bank of India
• Startup India
• Income Tax India
• GST Council / CBIC