Who is a registered valuer
A valuer registered with the IBBI under section 247 of the Companies Act and the Companies (Registered Valuers and Valuation) Rules, 2017, in one of three asset classes: land and building, plant and machinery, or securities or financial assets (the class used for share valuations).
When the Companies Act requires one
- Preferential allotment of shares by an unlisted company — section 62(1)(c).
- Non-cash transactions with directors — section 192.
- Schemes of arrangement and mergers — sections 230–232.
- Buying out minority shareholders — section 236.
- Winding-up reports — sections 281 and 305; and insolvency (two valuers in a corporate insolvency).
Three laws, three valuations
| Purpose | Who can value |
|---|---|
| Companies Act (above) | IBBI-registered valuer |
| FEMA — shares issued or transferred to/from non-residents | A chartered accountant, SEBI-registered merchant banker or practising cost accountant (merchant banker for swaps) |
| Income tax — fair market value of unquoted shares | As prescribed in the Income-tax Rules, 2026 (merchant banker for DCF under the earlier rules) |
| ESOP perquisite on exercise (unlisted) | SEBI-registered Category I merchant banker, valuation within 180 days |
One round often needs two or three reports — for example a registered valuer’s report for the allotment and a FEMA certificate for a foreign investor.
2026 changes to know
- SEBI now restricts merchant bankers from valuations under SEBI’s own regulations — those go to registered valuers — while income-tax and FEMA rules still refer to merchant bankers.
- Registered valuer organisations must now be section 8 companies with ₹25 lakh paid-up capital (existing ones have until 31 March 2028).
Need one for your round? See valuation services and the valuation calculator.
Frequently asked questions
When is a registered valuer required for share issue?
For a preferential allotment by an unlisted company under section 62(1)(c) of the Companies Act, the price must be supported by a registered valuer's report.
Can a registered valuer do a FEMA valuation?
FEMA requires the fair value to be certified by a chartered accountant, SEBI-registered merchant banker or practising cost accountant; being a registered valuer alone isn't the test.
What are the classes of registered valuers?
Land and building; plant and machinery; and securities or financial assets.
Please note: this guide is general information based on the rules as they stood on the review date above. Regulations and RBI/CBDT procedures change often — please get advice on your specific facts before acting.