Registration with the SSE is mandatory before raising funds through it — but an NPO may also register without raising funds, signalling credibility to impact funders while continuing to raise money through other lawful means.
To be identified as a social enterprise under Regulation 292E(2) of the ICDR Regulations, an NPO must satisfy all three criteria.
Engage in one of the seventeen identified social activities prescribed under Regulation 292E(2)(a).
Serve underserved or less-privileged population segments, or regions recording lower performance in central/state development priorities.
At least 67% of activities must qualify as eligible activities to the target population — demonstrated by the immediately preceding 3-year average of revenue, expenditure, or customer/beneficiary base. A single good year does not qualify if the 3-year average is below 67%.
Prescribed by SEBI's circular dated 19 September 2022. Exchanges may prescribe additional requirements.
Mandatory minimum age, evidenced by the Certificate of Incorporation and audited financials for three years.
A valid certificate under Section 12A/12AA/12AB of the Income Tax Act and a valid 80G registration.
Minimum ₹50 lakh annual spending and minimum ₹10 lakh of funds in the past year.
Registration on the NGO Darpan portal is mandatory before registering on the SSE.
Documents certified by the CEO, Managing Trustee, Statutory Auditor, or any two authorised signatories from the governing body.
Only Indian entities can register on the Social Stock Exchange; international NPOs are not eligible.
The same procedure applies, to the extent applicable, to private placements to social impact funds registered under the SEBI AIF Regulations, 2012. No merchant banker is required for preparing the draft document, and there is no lock-in between registration and raising funds.
Filed with the SSE where the NPO is registered, along with the specified fees and an application seeking in-principle approval to list ZCZP instruments. The document must contain all material disclosures — true and adequate — so applicants can make an informed decision.
The SSE hosts the draft document on its website (and the NPO's) for public comments.
The exchange may seek clarifications, then provides its observations on the draft document to the NPO.
The NPO incorporates the SSE's observations and files the final fund-raising document with the exchange before opening the issue.
The issue succeeds at 75% subscription or above. Between 75% and 100%, the document must explain how balance capital will be raised and the possible impact on social objectives. Below 75%, funds are refunded. The SSE maintains the allotment details.
Initial disclosure on general, governance and financial aspects; continuous reporting of social impact annually — even if the NPO lists no instruments (compliance with applicable SEBI ICDR Regulations, 2015).
Any event with a material effect on achievement of outcomes must be reported within 7 days.
Independent impact assessment by a certified Social Auditor — an individual registered with an ICAI self-regulatory organisation who has qualified the NISM certification programme.
Funds raised outside the SSE must be disclosed as part of the annual disclosure under LODR.
Registration can be renewed even in a year with no fund-raising, subject to completing all required disclosures.
Talk to our team for end-to-end guidance — from eligibility to listing.
JurisTatva works through a collaborative model with professionals. Where secretarial or statutory execution is required, services are delivered by professional firms — including our compliance partner S & S Associates, Company Secretaries.
Visit sns18.in