SEBI’s Online Filing System and Public Issue Guidelines for REITs: A Comprehensive Guide
The Securities and Exchange Board of India (SEBI) has introduced a fully operational online filing system for Real Estate Investment Trusts (REITs) and detailed guidelines for public issues, aiming to streamline processes and enhance transparency.
SebiReitsOnline FilingPublic IssueComplianceReal EstateJul 12, 2025
Online Filing System for REITs: A Game-Changer
As per the latest guidelines (Chapter 1), all REIT-related applications, submissions, and compliance filings must now be made exclusively through SEBI’s Intermediary Portal, available at https://siportal.sebi.gov.in. The portal allows for:
- Registration of new REITs
- Filing of reports and disclosures
- Submission of requests under applicable SEBI regulations and circulars
This digital shift eliminates manual processes, significantly reducing processing time and improving regulatory oversight. In case of questions or technical issues, users can refer to the portal manual or contact the Portal Helpline, with additional access via SEBI’s main website www.sebi.gov.in.
Chapter 2: Guidelines for Public Issue of REIT Units
SEBI has also laid out detailed procedures and obligations related to the public issue of REIT units, emphasizing the role of merchant bankers, filing protocols, and investor communication.
1. Appointment of Merchant Bankers
The REIT manager must appoint one or more merchant bankers, with at least one designated as the lead merchant banker. These bankers are responsible for managing disclosures, allotments, refunds, and underwriting. Their roles and responsibilities must be clearly defined and disclosed in the offer document.
2. Offer Document Lifecycle
SEBI defines three key stages in the offer document process:
- Draft Offer Document (DOD): Initially filed with SEBI and stock exchanges.
- Offer Document (OD): Updated version, excluding pricing details.
- Final Offer Document (FOD): Includes pricing, allotment, and complete disclosure.
The DOD must be hosted on specified websites for at least 21 days, inviting public comments. Feedback must be reported to SEBI, and necessary changes incorporated.
3. SEBI’s Review and Response Timeline
SEBI will review the draft and may issue observations within the later of:
- 30 days from receipt of the DOD or related clarifications
- 21 working days from the receipt of satisfactory replies from the merchant bankers
Once SEBI’s comments are addressed, the lead merchant banker must file the final OD along with a certificate confirming compliance and a due diligence certificate.
4. Significant Changes Require Fresh Filing
Fresh draft filings (with fees) are required for major changes, such as:
- Change in sponsor(s), sponsor group, or Manager
- Replacement of more than half of the Manager’s board
- Any change in issue objectives exceeding 20% of the issue size
- Change in estimated issue size by 25% or more
Other minor updates may be made without re-filing fees.
Final Thoughts
With the dual implementation of a robust online filing system and a comprehensive public issue framework, SEBI has reinforced its commitment to modernizing India’s REIT ecosystem. This initiative will make the listing and compliance process more transparent, secure, and accessible for all stakeholders — from real estate developers and fund managers to institutional and retail investors.
Entities planning to launch REITs or raise capital via public issue should promptly transition to the digital platform and familiarize themselves with the updated regulatory framework to ensure full compliance and operational readiness.
Frequently Asked Questions
What is the purpose of the online filing system for REITs introduced by SEBI?
The purpose of the online filing system is to streamline the processes related to registration, compliance, and public offerings of REITs, reducing processing time and improving regulatory oversight.
What are the key stages in the offer document process for REIT units?
The key stages in the offer document process are: Draft Offer Document (DOD), Offer Document (OD), and Final Offer Document (FOD).
What is the role of merchant bankers in the public issue of REIT units?
Merchant bankers are responsible for managing disclosures, allotments, refunds, and underwriting. They must be clearly defined and disclosed in the offer document.
How long does SEBI have to review the draft offer document?
SEBI has 30 days from the receipt of the DOD or related clarifications, or 21 working days from the receipt of satisfactory replies from the merchant bankers, to review the draft offer document.
What significant changes require a fresh filing for REIT units?
Significant changes that require a fresh filing include changes in sponsors, manager, board replacements, issue objectives, and estimated issue size.
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