Last reviewed: 9 October 2026. Ask three people what a "Registered Valuer" is and you will likely get three different answers -- a CA, an engineer, a merchant banker. The truth is narrower and more technical: it is a specific, examined registration that the law requires for specific transactions, and signing without it does not just weaken a report, it can make the underlying allotment, scheme or filing legally defective. To make matters more interesting this year, a second, entirely separate registered-valuer regime has just arrived under the new Income-tax Act, 2025. This guide sets out both, tells you exactly when each is mandatory, maps who signs which valuation, and gives you a way to check before you engage anyone.
By CA Somesh Chandak, Chartered Accountant, Somesh Chandak & Associates
- The deadline for valuers to register under section 514 of the Income-tax Act, 2025 moves from 30 September 2026 to 31 March 2027.
- Form 169 (the application for registration as a valuer) has been substituted. A separate application is needed for each class of asset.
- The fee is Rs 10,000 per application. No fee applies to valuers already registered under the Wealth-tax Act, 1957.
Two laws, two "Registered Valuers" -- why this trips people up
Most confusion starts here: India does not have one central "registered valuer" licence that covers every law. There are, at present, two distinct registration regimes that happen to share the same English phrase.
| Companies Act, 2013 — Section 247 | Income-tax Act, 2025 — Section 514 | |
|---|---|---|
| Governing rules | Companies (Registered Valuers and Valuation) Rules, 2017 | Rule 247 of the Income-tax Rules (new Act) |
| Regulator | Insolvency and Bankruptcy Board of India (IBBI), via a Registered Valuers Organisation | Income-tax authorities, under the Act's own registration machinery |
| Asset classes | Three -- Land & Building, Plant & Machinery, Securities or Financial Assets | Five -- immovable property, agricultural land, plantations, machinery & plant, stocks & securities |
| Used for | Preferential allotment, mergers/demergers, minority buyouts, liquidation, IBC valuations | Income-tax valuation references and related machinery provisions under the new Act |
| Interchangeable with the other? | No | No |
Before 1 April 2026, the 1961 Act had no self-contained valuer-registration chapter of its own for this purpose -- provisions such as Section 55A borrowed the "registered valuer" definition from the machinery of the since-repealed Wealth-tax Act, 1957 (Section 34AB and its Schedule). The Income-tax Act, 2025 replaces that patchwork with its own Section 514 and a purpose-built Rule 247. The first departmental clarification on the transition has now been issued: the Income-tax (Fourth Amendment) Rules, 2026 (17 September 2026) gave existing valuers until 31 March 2027 to register and substituted Form 169, as summarised in the update box above.
When Section 247 makes a Companies Act Registered Valuer mandatory
Section 247 itself is short -- it says a valuation "required to be made" under the Act must be done by a Registered Valuer. The list of when a valuation is "required" sits scattered across the Act. The events that come up most often in practice:
| Trigger event | Provision | Why a Registered Valuer is needed |
|---|---|---|
| Preferential allotment / further issue for non-cash consideration | Sec 62(1)(c) read with Rule 13, Companies (Share Capital & Debentures) Rules | Fixes the price at which new shares are allotted outside a rights issue |
| Sweat equity issued otherwise than for cash | Sec 54 | Values the intellectual property, know-how or value addition being capitalised |
| Scheme of merger, demerger, compromise or arrangement | Sec 230-232 | Sets the share-exchange ratio the NCLT relies on to sanction the scheme |
| Minority shareholder squeeze-out / compulsory acquisition | Sec 236 | Fixes the exit price the majority must pay dissenting minority holders |
| Non-cash consideration paid to a director | Sec 192 | Values the asset being transferred to or from a director |
| Winding-up / liquidator's report on assets | Sec 281, 305 | Establishes realisable value of assets for creditors and the Tribunal |
| Corporate Insolvency Resolution / Liquidation | IBC, 2016, Regulations 27 & 35 | Fair value and liquidation value drive the resolution plan and distribution |
A company that only carries out routine trading, has made no share issue, and is not party to a scheme or IBC process generally will not hit any of these triggers in a given year -- the mistake we see is assuming the opposite is also true, and skipping the check entirely at the one event that does trigger it.
Who can actually hold the Companies Act registration
Registration is not open to just any professional who feels qualified. Under the 2017 Rules, an individual must be enrolled as a member of a Registered Valuers Organisation (RVO) recognised by IBBI, clear the asset-class-specific valuation examination, and meet a minimum educational qualification plus relevant post-qualification experience prescribed for that class -- broadly, a graduate degree relevant to the asset class (engineering for Plant & Machinery, a professional membership such as ICAI/ICSI/ICMAI or a finance postgraduate qualification for Securities or Financial Assets) combined with several years of relevant practice, with the exact years varying by qualification level. Registration is class-specific and does not carry over: a valuer registered for Securities or Financial Assets cannot sign a Land & Building report, and a partnership or company can also register as a valuer entity provided every partner or director who signs falls within an eligible class.
The new registered-valuer chapter under the Income-tax Act, 2025
Section 514 of the Income-tax Act, 2025, read with Rule 247, sets qualification standards for registration as a valuer across five specified classes: immovable property, agricultural lands, plantations, machinery & plant, and stocks & securities. Each class carries its own combination of professional qualification (civil engineering or architecture for immovable property; a chartered accountant, cost accountant or company secretary membership, or a relevant postgraduate business degree, for stocks & securities) and years of practice or government service. The rule also carries disqualification grounds common to this kind of provision -- dismissal from government service, a tax-related conviction, adjudicated insolvency, or a finding of professional misconduct.
What this means in practice today: this is the Act's own machinery provision for valuer registration going forward, replacing reliance on the old Wealth-tax Act framework. It is not, on its own, a new mandatory-valuation trigger for transactions that did not already require one -- it governs who qualifies to be registered for the income-tax purposes that already call for a valuer. Valuers who work across classes must now file a separate Form 169 for each class, and those already registered under the Wealth-tax Act pay no fee. Confirm with your advisor, on a case-by-case basis, whether a specific reference or proceeding expects this registration, particularly for work done before the 31 March 2027 deadline.
On the horizon: IBBI as a single valuer regulator
The Corporate Laws (Amendment) Bill, 2026 proposes a further consolidation -- making IBBI the sole body for granting registration and recognition to individual valuers, valuer entities and RVOs across the board, with continuing-education requirements, a stricter disciplinary regime (suspension up to ten years or a penalty up to Rs 10 lakh, or both), and a requirement that valuers for company-law purposes be appointed only on the Audit Committee's resolution rather than at management's discretion. The Bill was referred to a Joint Parliamentary Committee, which has since submitted its report, but the Bill has not been passed or notified -- current appointments continue under the existing 2017 Rules. We are tracking this and will update this guide once, and if, it is notified.
Who signs which valuation: purpose-by-purpose matrix
The question clients ask most often is not "what is a Registered Valuer" but "who has to sign my report". The answer turns on the law that calls for the valuation, not on the transaction label. The matrix below covers the situations seen most often for unlisted companies. Income-tax references are to Rule 11UA and Rule 3(8) of the Income-tax Rules, 1962 and their successor provisions under the Income-tax Rules, 2026; confirm the current rule number for the transaction date before the report is signed.
| Purpose of the valuation | Governing provision | Who can sign | Practical note |
|---|---|---|---|
| Share premium on issue of unquoted shares (the former "angel tax" test) | Section 56(2)(viib) of the 1961 Act read with Rule 11UA(2) | DCF method: SEBI-registered Category I merchant banker. Net asset value method: worked out on the prescribed formula from the company's balance sheet | Section 56(2)(viib) was omitted from A.Y. 2025-26, so this test now matters mainly for open assessments of earlier years |
| Transfer of unquoted shares below fair market value | Section 56(2)(x) (buyer) and Section 50CA (seller) read with Rule 11UA(1)(c)(b) | No DCF option. Fair market value is the prescribed adjusted net asset value, with land and buildings at stamp duty value and jewellery, artistic works and shares at their own fair values | A CA's certificate of the computation is usual practice and helps in assessment, but the rule fixes the method rather than the signatory |
| ESOP or sweat equity perquisite value of an unlisted company | Section 17(2)(vi) read with Rule 3(8) | SEBI-registered Category I merchant banker | The valuation date must fall on the date of exercise or within 180 days before it |
| Preferential allotment or private placement | Section 62(1)(c) and Section 42 read with Rule 13 of the Share Capital and Debentures Rules, 2014 | IBBI Registered Valuer, Securities or Financial Assets class | The report supports the special resolution and PAS-4; for non-cash consideration, a valuer of the relevant asset class values that asset as well |
| Sweat equity shares | Section 54 read with Rule 8 | IBBI Registered Valuer: Securities or Financial Assets for the shares, and the relevant class for any IP or know-how being capitalised | Two reports may be needed where the consideration is intellectual property |
| Non-cash transaction with a director | Section 192 | IBBI Registered Valuer of the asset class being transferred | The value must be stated in the shareholders' resolution |
| Merger, demerger or scheme of arrangement | Sections 230 to 232 | IBBI Registered Valuer, Securities or Financial Assets class | The share-exchange ratio report is filed with the NCLT application |
| Minority squeeze-out | Section 236 | IBBI Registered Valuer, Securities or Financial Assets class | Fixes the price offered to minority shareholders |
| Issue or transfer of shares involving a non-resident | Rule 21 of the FEM (Non-debt Instruments) Rules, 2019 and the RBI Master Direction on Foreign Investment in India | Chartered accountant, SEBI-registered merchant banker or practising cost accountant, using any internationally accepted pricing methodology on an arm's length basis | For a share swap, the valuation must come from a SEBI-registered merchant banker or an investment banker registered with the appropriate regulator outside India |
| Corporate insolvency resolution or liquidation | IBC, 2016 with Regulation 27 of the CIRP Regulations and Regulation 35 of the Liquidation Process Regulations | Two IBBI Registered Valuers per asset class, appointed by the resolution professional or liquidator | Fair value and liquidation value are both reported |
Practical points before you commission a report
- One report, several purposes: a single report can be addressed to more than one law only where the signatory holds every qualification each law requires and the report names each purpose. A chartered accountant who is also an IBBI Registered Valuer can, for example, cover a Section 62 allotment and a FEMA pricing certificate together; an income-tax DCF still needs a merchant banker.
- Align the valuation date: Rule 13 of the Share Capital Rules, the FEMA pricing rules and the income-tax rules each look at a different reference date. Pick a date that sits within the window of every law relied on, and avoid a gap of months between the report date and the board or shareholder resolution.
- Use the same numbers across reports: where two signatories are unavoidable, share one set of projections, one cut-off balance sheet and one capital structure, so the reports do not contradict each other in an assessment or an RBI filing.
- Price the issue at or above each floor: for a foreign investor subscribing to a preferential issue, the issue price must clear both the Registered Valuer's value and the FEMA fair value.
- Keep the trail: file the engagement letter, management representations, the report and the approving resolution together; the assessing officer, the ROC and the AD bank each ask for different parts of it.
Do you need a Registered Valuer, or just a CA / Merchant Banker?
Registered Valuer status is only one of several signatory routes that come up in valuation work, and picking the wrong one is the single most common reason a report gets rejected later. For income-tax purposes, the share-valuation methods and signatories in Rule 11UA and Rule 3(8) of the Income-tax Rules, 1962 (a prescribed net asset value formula, and a SEBI-registered merchant banker for DCF and for ESOP fair value) continue through their successor provisions under the Income-tax Rules, 2026; check the current rule number for the transaction date before the report is signed. The DCF route under old Rule 11UA(2) was used mainly for angel-tax valuations under section 56(2)(viib), which has been omitted, so it now matters mainly for share transfers and ESOPs. FEMA pricing under the NDI Rules, 2019 accepts a CA, a SEBI-registered Merchant Banker or a practising Cost Accountant. None of these substitutes for a Registered Valuer where the Companies Act specifically calls for one, and a Registered Valuer's Companies Act report does not, by itself, satisfy an income-tax valuation rule either. For the full method-by-method breakdown with worked numbers, see our companion guides on business valuation in India and startup valuation methods (DCF vs NAV). For a fundraising round, see our startup valuation (Rule 11UA) service.
Foreign investor subscribing to shares? An allotment to a non-resident needs a FEMA pricing valuation by a CA, Merchant Banker or Cost Accountant to support Form FC-GPR, not a Registered Valuer's report. If the same allotment is a preferential issue under section 62, both reports may be needed. Our foreign subsidiary accounting, CFO and FEMA team handles the pricing report and FC-GPR filing for inbound investment.
Checklist: verifying a Registered Valuer before you engage one
- Ask for the IBBI registration number and the specific Registered Valuers Organisation the person or entity is enrolled with.
- Confirm the exact asset class the registration covers -- Land & Building, Plant & Machinery, or Securities or Financial Assets -- against what your transaction actually needs.
- Cross-check the registration on IBBI's own valuer directory rather than relying on a business card or a LinkedIn claim.
- For an Income-tax Act 2025 engagement, separately confirm the person's registration under Section 514/Rule 247 for the relevant asset class (or that their application is in time for the 31 March 2027 deadline) -- do not assume the Companies Act registration covers it.
- Check for any disciplinary order or suspension noted against the registration before signing the engagement letter.
- Fix the valuation date, get the engagement authorised by board or Audit Committee resolution, and keep the report, resolution and filing together in one file.
Frequently asked questions
Is a Registered Valuer the same as a Chartered Accountant?
No. Every Registered Valuer holds a separate registration in addition to any CA, cost accountant or engineering qualification. Under the Companies Act, 2013, registration is with a Registered Valuers Organisation recognised by IBBI, in one of three asset classes. A CA who has not taken this separate registration cannot sign a Section 247 valuation report, even for a routine preferential allotment.
When exactly does a company need a Registered Valuer's report under the Companies Act?
The most common triggers are a preferential allotment or further issue of shares for non-cash consideration (Section 62), a merger, demerger or scheme of compromise or arrangement (Sections 230-232), a corporate debt restructuring, a minority shareholder squeeze-out or compulsory acquisition (Section 236), sweat equity issued otherwise than for cash (Section 54), and any valuation needed in a winding-up or under the Insolvency and Bankruptcy Code. A routine internal restructuring with no share movement, merger or IBC event usually does not trigger it.
What is the new Section 514 registered valuer requirement under the Income-tax Act, 2025?
Section 514 of the Income-tax Act, 2025, read with Rule 247 of the Income-tax Rules, creates the Act's own self-contained registration and qualification framework for valuers across five asset classes -- immovable property, agricultural land, plantations, machinery and plant, and stocks and securities. It replaces the earlier position where the 1961 Act had no dedicated valuer-registration machinery of its own and effectively borrowed the definition from the since-repealed Wealth-tax Act, 1957. This registration is separate from, and not interchangeable with, an IBBI Registered Valuer under the Companies Act. The Income-tax (Fourth Amendment) Rules, 2026, notified on 17 September 2026, extended the registration deadline from 30 September 2026 to 31 March 2027.
What happens if an unregistered person signs a Section 247 valuation report?
The report itself is not a valid Registered Valuer's report and will not satisfy the Companies Act requirement, which can hold up the allotment, scheme or filing it was meant to support. Separately, if a Registered Valuer contravenes the Act's requirements, Section 247(3) prescribes a fine of Rs 25,000 to Rs 1 lakh, rising to imprisonment up to one year plus a fine of Rs 1 lakh to Rs 5 lakh where there was intent to defraud the company or its members, with a further liability to refund any excess remuneration and compensate for resulting loss.
Can one Registered Valuer sign for land, machinery and securities all together?
No. Registration under the Companies (Registered Valuers and Valuation) Rules, 2017 is asset-class specific -- Land and Building, Plant and Machinery, or Securities or Financial Assets are three separate registrations, each with its own eligibility and examination requirement. A valuer registered for Securities or Financial Assets cannot sign a Land and Building report, and vice versa; check the specific class before engaging anyone.
Is the Corporate Laws (Amendment) Bill, 2026 already in force?
No. The Bill -- which proposes making IBBI the sole registration and disciplinary authority for all valuers, including a mandatory Audit Committee resolution before appointment -- was referred to a Joint Parliamentary Committee, which has since submitted its report. The Bill has not been passed or notified as of this review. Current appointments continue under the existing Companies (Registered Valuers and Valuation) Rules, 2017 route; we are tracking this and will flag the change here once it is notified.
How do I verify that someone claiming to be a Registered Valuer actually is one?
Ask for the IBBI registration number and the name of the Registered Valuers Organisation the person is enrolled with, and cross-check both on IBBI's own valuer directory before the engagement letter is signed. Also confirm the specific asset class the registration covers -- a valid registration in the wrong asset class is as unusable as no registration at all.
Who signs a share valuation for issuing shares to a foreign investor?
Under Rule 21 of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, the price of unlisted shares issued to a person resident outside India must be not less than the fair value worked out under any internationally accepted pricing methodology on an arm's length basis, duly certified by a chartered accountant, a SEBI-registered merchant banker or a practising cost accountant. An IBBI Registered Valuer registration is not needed for this report, although many valuers hold both qualifications.
Can one valuation report serve both the Companies Act and income-tax purposes?
Often one engagement can produce a single report addressed to more than one purpose, provided the signatory holds every qualification each law demands, the methods and valuation date satisfy each rule, and the report states each purpose expressly. Where the signatory requirements differ, for example a merchant banker for an income-tax DCF and an IBBI Registered Valuer for Section 62, two reports with a common valuation date and consistent assumptions are the safer course.
Somesh Chandak & Associates prepares share and business valuation reports under the Companies Act, 2013, the income-tax rules and FEMA. Where a report must come from another professional, such as a SEBI-registered merchant banker, this is identified at the engagement stage.
Business & Share Valuation FEMA Share Valuation Startup Valuation (Rule 11UA)Details of the firm's share and business valuation work are on the business valuation page.
This article is for general information and does not constitute valuation, tax or legal advice. Whether a Registered Valuer's report is required, and under which of the two regimes discussed above, depends on the specific facts and the transaction involved; please consult us or another qualified professional before relying on this for an actual filing or engagement.