--- title: "SEBI’s Common Advertisement Code, 2026: Key Compliance Requirements for Financial Promotions and Corporate Communications" date: 2026-10-21 author: "Abhishek Paliwal" url: https://ksandk.com/capital-markets/sebi-common-advertisement-code-2026/ --- # SEBI’s Common Advertisement Code, 2026: Key Compliance Requirements for Financial Promotions and Corporate Communications Posted On - 21 October, 2026 • By - Abhishek Paliwal ![SEBI regulatory compliance concept with a gavel, financial documents, laptop, coins, and corporate office setting.](https://ksandk.com/wp-content/uploads/SEBI-Compliance-and-Financial-Strategy-Desk-1.png) ## Introduction Advertising by [financial services businesses](https://ksandk.com/capital-markets/rbi-nbfc-upper-layer-2026/) is no longer confined to newspaper advertisements, television commercials or formal product brochures. Investment platforms, stock brokers, mutual funds and other [financial market participants](https://ksandk.com/capital-markets/securities-lending-market-liquidity/) increasingly communicate through social media, influencer partnerships, mobile applications, podcasts, sponsored content and digital campaigns. These channels allow regulated entities to reach investors at scale, but they also create challenges in ensuring that promotional claims are accurate, risks are adequately disclosed and investors are not influenced by misleading representations or manipulative digital interfaces. The Securities and Exchange Board of India (SEBI) has addressed this regulatory landscape through the **SEBI (Intermediaries) (Second Amendment) Regulations, 2026**, notified on 8 October 2026. The amendment inserts Chapter IIID, titled “Common Advertisement Code”, into the SEBI (Intermediaries) Regulations, 2008. Comprising Regulations 16G to 16Q, the Code establishes a common framework for advertisements issued by specified [SEBI-regulated entities](https://ksandk.com/capital-markets/foreign-portfolio-investors-regulation-india/), covering disclosure requirements, celebrity endorsements, prohibited promotional practices, ratings and rankings, dark patterns and unauthorised third-party advertisements. The Code is significant because it brings a wider range of promotional communications within a consolidated regulatory framework. Rather than focusing exclusively on the wording of an advertisement, it addresses how financial products and services are presented, how promotional claims are substantiated, and how the overall communication may influence investor decisions. The amendment is scheduled to come into force on the 180th day from its publication in the Official Gazette, making advance compliance planning important for the entities covered by it. Its scope, however, must be understood carefully: the Code does not automatically apply to every company listed on a recognised stock exchange merely because it is listed. Its direct applicability depends on whether the entity falls within the specified categories of regulated entities and whether the communication relates to products or services under SEBI’s regulatory purview. ## Scope of SEBI’s Common Advertisement Code ### 1. Which entities are covered? Regulation 16G identifies the following categories of regulated entities: - Stock brokers; - Depository participants; - Online bond platform providers; - Investment advisers; - Research analysts; - Mutual funds; - Asset management companies; and - Portfolio managers. SEBI may specify additional entities from time to time. Under Regulation 16H, the Code applies to advertisements issued by these regulated entities in respect of products or services falling within SEBI’s regulatory purview. The amendment also identifies supervisory bodies for the relevant categories. These include stock exchanges for stock brokers and [online bond platform providers](https://ksandk.com/capital-markets/fccb-india/), depositories for depository participants, the designated administration and supervisory bodies for investment advisers and research analysts, the Association of Mutual Funds in India for mutual funds and asset management companies, and the Association of Portfolio Managers in India for portfolio managers. Consequently, the compliance assessment must begin with the identity and regulatory status of the advertiser, followed by an examination of the product, service and communication in question. ### 2. Does the Code apply to listed companies? A [listed company](https://ksandk.com/capital-markets/open-offer-sebi-takeover-code/) does not become subject to the Common Advertisement Code solely because its securities are listed. A manufacturing company, technology business or other operating enterprise must continue to assess its communications under the laws and regulations applicable to its activities, including the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, where relevant, and applicable consumer protection and advertising standards. However, the position may differ where a corporate group includes a separately regulated financial services business, or where a communication is issued by or on behalf of a regulated entity. The role of the parent company, the identity of the advertiser, the purpose of the communication and the product being promoted should therefore be examined before determining the applicable regulatory framework. This distinction is particularly relevant to groups operating across multiple business lines. A campaign intended to promote the group’s general corporate identity may require a different assessment from one that solicits investments, promotes a regulated financial service or makes claims about the performance of a financial product. The Code should accordingly be understood as a sector-specific advertising framework, rather than a universal advertising code for all listed companies. ## A Broad Definition of Advertisement in the Digital Economy Regulation 16G adopts a broad definition of an advertisement. It covers written, audio, visual, verbal and other forms of communication disseminated through print media, broadcast media, digital platforms, outdoor advertising and similar channels, where the communication is issued directly or indirectly by or on behalf of a regulated entity and has the purpose or primary effect of promoting, inviting or soliciting business in relation to a product or service, or promoting a brand or entity. The practical significance of this definition is that the regulatory assessment cannot be based solely on the format or label attached to a communication. A social media post, influencer video, podcast, sponsored digital campaign or promotional message may fall within the Code even if it does not resemble a conventional advertisement. Similarly, describing content as educational or informational does not necessarily exclude it from the framework. Regulation 16J identifies certain communications that are not ordinarily treated as advertisements, but expressly provides that a communication promoting a product or service or soliciting interest in it is to be treated as an advertisement. ### 1. Which communications are excluded? Subject to the conditions specified in Regulation 16J, the exclusions include: - Educational or informational communications intended to impart financial knowledge or training, where branding is minimal and incidental and there is no promotional call to action or attempt to induce a purchase decision for a specific product or service; - Research reports, recommendations or analyses shared with existing clients or investors, provided they do not contain claims about the regulated entity’s performance; - Factual lists of available products or services, including information displayed on a regulated entity’s website or application; - Essential communications with existing clients or investors arising from regulatory requirements; - Responses to requests from clients, prospective clients or investors for information about a product or service; - Basic factual information about the regulated entity and its activities; - Product demonstrations that explain an interface or service features without promoting a product or soliciting interest in it; - Greetings, condolences and congratulatory messages; - Recruitment notices and certain invitations to avail third-party services that do not target clients, prospective clients or investors; - Certain sponsorship communications limited to generic information about the regulated entity; and - Feedback surveys issued to registered clients or investors. These exclusions are subject to the conditions set out in the regulation and should not be treated as blanket exemptions for every communication falling within a listed category. For example, an educational video explaining the general principles of investing may qualify for exclusion where its branding is incidental and it does not solicit interest in a specific product. If the same video directs viewers towards a particular investment product through a promotional call to action, the communication may instead fall within the definition of an advertisement. For compliance purposes, the substance, presentation and intended effect of a communication are therefore as important as its stated purpose. ## Mandatory Disclosures and Disclaimers Regulation 16I requires advertisements to contain basic information, including the name of the regulated entity, its SEBI registration number and its logo, where applicable. Advertisements must also display or communicate disclaimers in the manner specified by SEBI from time to time. The regulation recognises the practical limitations of short-format electronic communications. Where character restrictions prevent the inclusion of the required basic information and disclaimers in SMS messages, pop-ups, push notifications or similar concise electronic communications, a hyperlink to the relevant information and disclaimers on the regulated entity’s official website may be provided. This provision is relevant to digital advertising strategies in which communications are distributed across multiple formats. It does not, however, create a general exemption from disclosure requirements merely because a communication appears on a digital platform. Regulated entities should review their advertising templates and publishing systems to ensure that mandatory information is presented in the required manner. Particular attention may be needed where the same campaign is adapted for websites, social media posts, video advertisements, mobile notifications and other channels with different display limitations. Disclosure compliance should also be considered alongside the overall presentation of an advertisement. Information that is technically included but displayed in a manner that obscures its significance may raise separate concerns under the Code’s general obligations. ## Celebrity Endorsements and Influencer Advertising One of the notable features of the Common Advertisement Code is its treatment of celebrity endorsements. Regulation 16G adopts a broad definition of a celebrity. Depending on the specified criteria, this may include individuals appearing in recognised celebrity rankings, actors and other prominent performers, influencers meeting the applicable follower threshold, certain sports persons, television or programme hosts, winners and runners-up of prominent competitive programmes, virtual influencers and other persons considered capable of influencing viewers by SEBI or the relevant supervisory body. The definition is therefore not confined to traditional film celebrities. It also recognises the role of digital personalities and other individuals who may influence audience behaviour. ### 1. What is permitted under the Code? Regulation 16K permits celebrities to endorse a regulated entity at the brand or entity level. Such endorsements may refer to the names of products or services offered by the regulated entity, but they must not contain any direct or indirect inducement or claim concerning a specific product or service. Advertisements featuring celebrities require prior approval from the relevant supervisory body or SEBI, where no supervisory body has been specified. The advertisements must also include the applicable disclaimers. Further, the expenses incurred on celebrity endorsements cannot be passed on to clients or charged to a mutual fund scheme. The distinction between brand-level endorsement and product-specific claims is important. A celebrity may be permitted to endorse the identity of a regulated entity, but that permission should not be interpreted as allowing the celebrity to promote a specific investment product through return-related claims, inducements or other prohibited representations. ### 2. Implications for influencer-led campaigns Regulated entities should assess influencer campaigns before publication, including the proposed script, captions, visual presentation, references to products and any call to action. The applicable celebrity definition and approval requirements should be examined at the outset. Contracts with celebrities, influencers and advertising agencies should clearly allocate responsibilities for content approval, regulatory disclosures, modifications, publication and withdrawal of non-compliant material. Contractual allocation of responsibilities, however, should not be assumed to displace the obligations imposed on the regulated entity under the Code. The regulatory assessment should also extend to short-form videos, livestreams, sponsored posts and other digital formats. The use of an influencer or an informal presentation style does not, by itself, take promotional content outside the regulatory framework. ## General Obligations: Accuracy, Fairness and Substantiation of Claims Regulation 16L establishes general standards for advertisements issued by regulated entities. Advertisements must be true, fair, accurate, complete and unambiguous. They must not be designed in a manner likely to be misunderstood or to disguise the significance of a statement, nor should they exploit investors’ lack of experience or knowledge. The regulation also cautions against excessive technical or legal terminology, complex language and unnecessary detail that could mislead or confuse investors. This is important in financial advertising, where the use of technical expressions can create an impression of certainty or sophistication without adequately communicating the relevant risks. ### 1. Claims supported by data Where advertisements contain statistical data, graphs or charts, the underlying sources must support the information, and the sources must be disclosed alongside the material. The relevant date or period must also be specified. Accordingly, a regulated entity using historical performance figures, market comparisons or statistical claims should verify the accuracy of the data and ensure that the presentation gives investors sufficient context to understand what is being represented. For example, a chart showing returns over a particular period should not omit the period to which the data relates or present figures without the required source information. Equally, selective presentation of figures may create a misleading impression even where the underlying numbers are accurate. Where specific securities or schemes are shown or communicated as examples, Regulation 16L also requires the prescribed statement that the securities or schemes are quoted as examples and not as a recommendation to appear on the same page of the written creative or the same frame of the video in which they are displayed. Placing the statement only at the end of the advertisement does not satisfy this particular placement requirement. ### 2. Incentives and promotional inducements The Code prohibits regulated entities from providing incentives, vouchers, coupons, monetary certificates, tokens, subscription plans or similar benefits to induce clients to trade, avail services, reactivate inactive accounts, invest in schemes or download mobile applications. The provision has implications for customer acquisition and engagement campaigns that rely on promotional rewards. A campaign that is commercially common in other sectors may require a different assessment when used by a regulated financial market participant. Marketing teams should therefore evaluate the purpose and structure of an incentive before launching it. The relevant question is not merely what the benefit is called, but whether it is being offered to induce the activity identified in the regulation. ## Prohibited Advertising Practices and Assurances of Returns Regulation 16O identifies categories of content that must not appear in advertisements. These include false, misleading, deceptive, exaggerated, ambiguous or biased content; testimonials; assurances of guaranteed or risk-free returns; and, subject to the specified exception, promises or assurances of fixed returns. The regulation also prohibits unfair comparisons with other regulated entities, their products or services, as well as comparisons between products or asset classes of different natures that create a misleading impression. Other restrictions address content designed to exploit investors’ lack of experience or knowledge, unwarranted slogans, unauthorised use of SEBI or market infrastructure institution logos and symbols, unwarranted claims about past performance, indecent or offensive material, and vague descriptors such as “high yield”, “high rated” and “high returns” where used without a proper basis. ### 1. Why overall impression matters A financial advertisement may raise concerns even where no individual sentence is expressly false. The use of selective comparisons, exaggerated headlines, prominent return figures or inadequately contextualised performance information may create an impression that is inconsistent with the underlying product or service. The Code’s requirements concerning accuracy, completeness, ambiguity and investor understanding should therefore be considered together with its express prohibitions. For instance, an advertisement should not suggest that past performance will necessarily recur, or present historical returns in a manner that implies guaranteed future outcomes. Similarly, a comparison between financial products should not obscure material differences in their nature, risk profile or relevant characteristics. Regulated entities should establish a substantiation process for material claims, including documentary support for performance-related statements and a review of the surrounding text, visuals, disclaimers and presentation. The Code also contains a specific exception to the prohibition on assurances of fixed returns for online bond platform providers and other entities in the form and manner that SEBI may specify. This should be read narrowly in accordance with the provision and any applicable regulatory requirements, rather than as a general exemption for financial advertisements. ## Dark Patterns in Financial Advertising Regulation 16M requires regulated entities to refrain from engaging in dark patterns specified in Annexure I to the Central Consumer Protection Authority’s *Guidelines for Prevention and Regulation of Dark Patterns, 2023*. Dark patterns are deceptive or manipulative interface practices that can distort user choice or influence users into taking actions they might not otherwise take. In the context of financial services, interface design can affect how investors understand costs, select products, provide consent or complete transactions. The incorporation of the specified dark-pattern framework into the Common Advertisement Code makes interface design a relevant part of regulatory compliance for covered entities. The assessment should not be limited to the text of an advertisement if the surrounding digital journey uses a prohibited practice. Regulated entities should examine advertising landing pages, onboarding flows and related digital interfaces for practices covered by the referenced guidelines. This review should consider the entire user journey, including how material information is presented, how choices are framed and whether the interface employs a prohibited dark pattern. The Code’s express reference to the 2023 guidelines also means that the relevant definitions and categories should be assessed against the underlying CCPA framework. The mere presence of an interactive design feature does not automatically establish a violation; the specific practice must be evaluated against the applicable requirements. ## Ratings, Rankings and Past Performance Regulation 16N permits regulated entities to use only ratings or rankings assigned by a Past Risk and Return Verification Agency (PRRVA), subject to the conditions set out in the regulation. The advertisement must explain the rating or ranking, either within the advertisement or by directing investors to the website of the PRRVA or the regulated entity for information about the meaning and methodology of the rating. It must also state that the rating or ranking is only one factor to be considered when deciding whether to use the services of the regulated entity. Further, the rating or ranking must arise from a study or survey by the PRRVA covering all relevant market participants in the relevant category, to promote comparability and objectivity. SEBI may prescribe additional conditions. These requirements are significant for businesses that use rankings, awards or comparative claims in promotional materials. A rating cannot be assumed to be permissible merely because it has been published by a third party or appears credible from a marketing perspective. Its source and compliance with the specified framework must be examined. The provision should also be read alongside Regulation 16O, which restricts unwarranted claims and the use of past-performance information except in the manner specified by SEBI. The two provisions address related but distinct issues: one regulates the use of ratings and rankings, while the other restricts prohibited or inadequately presented promotional claims. A regulated entity should therefore verify the source, methodology, scope and permitted use of any rating or ranking before incorporating it into an advertisement. ## Unauthorised Third-Party Advertisements Regulation 16L(2) addresses advertisements issued by third parties on any platform without the consent of a regulated entity. When a regulated entity becomes aware of such an advertisement, it must initiate appropriate action, including legal action where appropriate, within seven days and inform the relevant supervisory body. It must also report the action taken and its outcome to that body. In addition, the entity must prominently disclose on its website details of the incident, including the third party concerned and the action taken. This provision is relevant in an environment where impersonation, misleading promotional posts and unauthorised use of a regulated entity’s name or branding can occur through third-party websites and social media accounts. The provision does not mean that every third-party statement automatically becomes an authorised advertisement of the regulated entity. Rather, it imposes specific response, reporting and website-disclosure requirements where the circumstances described in the regulation arise. Regulated entities should maintain a process for identifying and escalating suspected unauthorised advertisements. This may include monitoring relevant digital channels, recording when an incident becomes known, preserving supporting evidence, assessing the appropriate response and tracking the reporting and disclosure obligations. The seven-day requirement makes timely escalation particularly important. A response process should clearly identify the personnel responsible for assessing an incident, coordinating legal or other appropriate action, notifying the supervisory body and ensuring that the required website disclosure is made. ## Regulatory Consequences of Non-Compliance Regulation 16Q empowers SEBI to take such action as it considers appropriate in the event of a violation of the Common Advertisement Code or a circular issued under it. This may include action under Chapter V of the SEBI (Intermediaries) Regulations, 2008, or applicable provisions of the relevant legislation or other SEBI regulations. SEBI may also direct the relevant supervisory bodies to take appropriate action. The provision establishes a regulatory enforcement mechanism for breaches of the Code. The consequences in an individual case will depend on the nature of the alleged violation, the applicable legal provisions and the action considered appropriate by SEBI or the relevant supervisory body. Compliance should therefore not be treated solely as a final approval step immediately before publication. The controls governing the creation, substantiation, review, approval, distribution and monitoring of advertisements are relevant to reducing the risk of non-compliant communications being released. Regulated entities should also consider how records are maintained. Preserving the approved creative, supporting data, applicable disclaimers, approval records and relevant third-party communications can assist in demonstrating how a campaign was reviewed and handled. ## Practical Compliance Priorities for Regulated Entities The Common Advertisement Code has implications for legal, compliance, marketing, product and digital teams. The following measures may assist covered entities in preparing for its commencement. **First, map the regulatory perimeter:**Identify the legal entities and business activities within the Code’s scope. Where a corporate group has multiple businesses, assess which entity is issuing the communication, whose products or services are being promoted and whether the relevant activity falls within SEBI’s regulatory purview. **Second, review existing advertising materials**: Inventory websites, brochures, social media posts, videos, mobile notifications, influencer campaigns, sponsored content and other promotional formats. Assess whether the communications qualify as advertisements and whether any claimed exclusion under Regulation 16J is supported by the actual content and purpose. **Third, establish a claims-substantiation process:** Require appropriate supporting records for material factual, statistical, comparative and performance-related claims. Confirm that sources and relevant dates or periods are disclosed where required, and that historical performance is not presented as a promise of future outcomes. **Fourth, standardise disclosures and disclaimers**: Review creative templates and publishing workflows to ensure that the regulated entity’s name, SEBI registration number, applicable logo and required disclaimers are included in the prescribed manner. Where a short-format communication relies on a hyperlink, ensure that it directs users to the relevant information on the official website. **Fifth, strengthen celebrity and influencer controls**: Assess whether the individual falls within the definition of a celebrity, identify the applicable approval requirements and review the proposed content for prohibited product-specific inducements or claims. Contracts should address approval, disclosure, amendment and withdrawal processes. **Sixth, examine digital interfaces:** Review relevant advertising landing pages and user journeys against the dark patterns framework referenced by Regulation 16M. The review should extend beyond the advertisement itself where the associated interface may influence investor decisions. **Seventh, verify ratings and rankings**: Confirm that any proposed rating or ranking is assigned by a qualifying PRRVA and satisfies the conditions in Regulation 16N. Do not assume that a third-party award or commercial ranking is automatically permitted. **Eighth, prepare for unauthorised advertising incidents:** Establish an escalation and documentation process that enables the entity to act within the prescribed seven-day period after becoming aware of a relevant third-party advertisement, notify the supervisory body, report the outcome and make the required website disclosure. **Finally, allocate responsibility across teams:** Legal and compliance teams should coordinate with marketing, communications, product and technology teams so that the applicable requirements are considered during campaign development rather than only after the creative is complete. Responsibility for approvals, evidence retention, publication and incident escalation should be clearly documented. These measures are practical governance steps, not a substitute for assessing the precise wording of the Code, subsequent SEBI directions and the requirements applicable to the particular regulated entity. ## Implications for Corporate Communications and Governance The Common Advertisement Code reflects a more structured approach to financial promotions in which the manner of communication is relevant alongside the underlying product or service. Accuracy, disclosure, presentation, endorsement practices and digital interface design are all addressed within the framework. For corporate groups, the immediate priority is to distinguish between communications that fall directly within the Code and those governed by other applicable laws. A listed parent company and its regulated subsidiary may face different requirements even where their communications share a brand identity or are managed by the same marketing team. For regulated entities, the Code calls for closer coordination between legal, compliance and communications functions. A review limited to checking disclaimers or approving the final advertisement may be insufficient where the underlying claim lacks substantiation, the communication relies on a prohibited inducement or the digital user journey raises dark-pattern concerns. The treatment of celebrity endorsements and unauthorised third-party advertisements also highlights the importance of managing communications beyond the regulated entity’s own channels. Approval processes, contractual arrangements, monitoring mechanisms and incident-response procedures should be considered together with the substantive restrictions on advertising content. The amendment should not be interpreted as imposing identical obligations on every corporate communication or every listed business. Its significance lies in establishing common advertising requirements for the specified regulated entities, while preserving the need to assess each communication against the applicable legal and regulatory framework. ## Conclusion SEBI’s Common Advertisement Code, 2026, introduces a consolidated framework for advertisements issued by specified regulated entities, addressing disclosure requirements, celebrity endorsements, substantiation of claims, prohibited promotional practices, ratings and rankings, dark patterns and unauthorised third-party advertising. Its broad definition of advertising makes the purpose and effect of a communication important considerations across traditional and digital media. At the same time, the exclusions under Regulation 16J and the defined categories of regulated entities require a careful, fact-specific assessment of applicability. As the commencement date approaches, regulated entities should review their advertising practices, approval procedures, digital interfaces and incident-response mechanisms against the new requirements. A structured approach can help align promotional activity with the Code’s standards of accuracy, transparency and investor protection while maintaining a clear distinction between financial advertising obligations and the separate requirements governing other corporate communications. ## Frequently Asked Questions ### 1. What is SEBI’s Common Advertisement Code 2026? SEBI’s Common Advertisement Code 2026 is a unified framework governing advertisements and promotional communications issued by specified SEBI-regulated entities. It aims to ensure that financial promotions are fair, clear, transparent, and not misleading. ### 2. Who needs to comply with SEBI’s Common Advertisement Code 2026? The code applies to specified SEBI-regulated entities and their advertisements, promotional materials, and other covered communications. The exact obligations depend on the type of regulated entity and the nature of the communication. ### 3. What are the key requirements under SEBI’s Common Advertisement Code 2026? Key requirements include ensuring advertisements are accurate and balanced, providing appropriate disclosures, avoiding misleading or exaggerated claims, and maintaining transparency in promotional communications and endorsements. ### 4. What happens if an advertisement violates SEBI’s Common Advertisement Code? Non-compliance can expose regulated entities to regulatory scrutiny and potential action under applicable SEBI regulations. Entities should therefore establish appropriate review and approval processes before publishing covered advertisements. *Last Updated on 21 October, 2026* Get King Stubb & Kasiva’s legal updates in your Google feed[![Add King Stubb & Kasiva as a preferred source on Google](https://ksandk.com/wp-content/uploads/google_preferred_source_badge_light_en@2x.png)](https://www.google.com/preferences/source?q=https://ksandk.com/) --- ## Office Locations - [New Delhi](https://ksandk.com/locations/top-corporate-law-firm-in-delhi/) (HQ): +91-11-41318190 | info@ksandk.com - [Mumbai](https://ksandk.com/locations/top-corporate-law-firm-in-mumbai/): 3 offices (Nariman Point, Lower Parel, Andheri) | mumbai@ksandk.com - [Bangalore](https://ksandk.com/locations/top-corporate-law-firm-in-bangalore/): bangalore@ksandk.com - [Chennai](https://ksandk.com/locations/chennai/): chennai@ksandk.com - [Hyderabad](https://ksandk.com/locations/hyderabad/): hyderabad@ksandk.com - [Pune](https://ksandk.com/locations/pune/): pune@ksandk.com - [Kochi](https://ksandk.com/locations/kochi/): kochi@ksandk.com ## Contact - [Contact Page](https://ksandk.com/contact-us/) - General: info@ksandk.com | +91-11-41318190 - WhatsApp: +91-7428567444 - [Privacy Statement](https://ksandk.com/privacy-statement/) - [Terms of Use](https://ksandk.com/terms-of-use/)