SSE registration is the process by which an eligible NGO gets recognised on a Social Stock Exchange (SSE) so that it can make standardised disclosures and, if it chooses, raise grant funding. The steps below set out how social stock exchange NGO registration works in India, from the first eligibility check to the ongoing obligations after you are registered.
Step 1: Are you the right type of organisation?
The non-profit route to the SSE is open to three legal forms: a charitable trust, a society, or a Section 8 company. Political organisations and religious organisations are excluded. The entity-type definition sits in the SEBI ICDR Regulations (broadly Reg 292A), so the first check is simply whether your registration places you in one of these eligible categories.
Step 2: Do you meet the basic eligibility thresholds?
Beyond the legal form, an NGO must clear a set of operational and financial gates before it can register on the SSE:
Track record: registered and operational for at least three years.
Tax registrations: valid registration under Section 12A/12AB and a valid 80G certificate under the Income Tax Act, 1961.
Annual spend: at least 50 lakh rupees (₹50 lakh) of annual expenditure in the prior financial year.
Funding received: at least 10 lakh rupees (₹10 lakh) of funding received in the prior year.
These figures are checked against your audited financial statements, so it is worth confirming the latest year before you start.
Step 3: Can you pass the primacy-of-social-intent test (Reg 292E)?
This is the gate most NGOs need to study carefully. The primacy-of-social-intent test sits in SEBI ICDR Reg 292E. Two parts matter:
Reg 292E(2)(a): you must be engaged in at least one of the enumerated eligible activities, the broad social-purpose areas SEBI lists for the SSE.
Reg 292E(2)(c): at least 67% of your activities must be directed to the target population. This 67% is assessed as a three-year average across measures such as revenue, expenditure or number of beneficiaries.
In practice, this means your work has to be predominantly social, not incidental. Note that the entity-type definition is found in a separate provision (broadly Reg 292A); the 67% social-intent test is Reg 292E, so the two should not be conflated.
Step 4: Is your NGO Darpan registration active?
An active registration on the NGO Darpan portal (the NITI Aayog portal for NGOs) is required as part of SSE registration. If your Darpan profile has lapsed or details are out of date, update it before you apply, because the SSE relies on it as part of verifying the NGO.
Step 5: Register only, or register and raise funds?
An eligible NGO has two paths on the SSE:
Register only: the NGO is registered on the SSE and makes the required disclosures, but does not raise funds through the exchange. This establishes recognition and transparency.
Register and raise: the NGO goes a step further and raises grant funding, typically by issuing Zero Coupon Zero Principal (ZCZP) instruments, which involves a draft fundraising document, a defined project and listing on the SSE.
Many NGOs register first and decide on fundraising later. The choice affects which ongoing obligations apply, as covered in Step 7.
Step 6: What documents do you need?
The exact checklist is set by the exchange, but the core documents an NGO is generally asked to provide include:
Registration or incorporation document for the trust, society or Section 8 company.
Valid 12A/12AB and 80G certificates.
Audited financial statements for the preceding three years.
PAN, NGO Darpan details and disclosures supporting the social-intent and eligibility position.
Because requirements are updated from time to time, confirm the current checklist with the SSE you are applying to before you compile your file.
Step 7: What are the ongoing obligations after registration?
SSE registration is not a one-time event. Once registered, an NGO takes on continuing disclosure obligations:
Annual disclosures: registered NGOs make the standardised annual disclosures the SSE framework requires on governance, finances and programmes.
Annual Impact Report (AIR): under LODR Reg 91E, the Annual Impact Report applies to NPOs registered with or raising funds on the SSE, so it is triggered on registration and not only when you raise funds.
Social audit: the Social-Auditor assessment is firmly tied to listed or fund-raised projects. For activities that are not listed, SEBI has been moving toward self-reporting, so the level of external assurance depends on whether you have actually raised funds.
The distinction is straightforward: registering brings you into the AIR and disclosure regime, while a formal social audit by a registered Social Auditor is most clearly required where you have listed instruments or raised funds.
Where to go next
If you think your NGO clears the eligibility and Reg 292E checks, the next step is to map your documents and decide whether you want to register only or register and raise. Our SSE registration page sets out the process, and the SEBI guidelines explainer covers the regulatory framework behind these requirements in more detail.
Sources
This is a general explainer based on the SEBI ICDR and LODR framework for the Social Stock Exchange and is not legal or financial advice. Eligibility thresholds, Reg 292E and the social-audit and Annual Impact Report requirements can change, so confirm the current position against SEBI's circulars and the relevant exchange before acting.
