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Voluntary cessation of business

When a distributor stops operating and the investor asks to change distributor code because of it, the new distributor may earn trail commission — unlike an ordinary code change, where neither is paid.

In plain language

Normally, when an investor changes distributors, nobody earns commission on the switch. Not the old distributor. Not the new one. The rule stops distributors talking investors into switching just to grab fresh commission.

But sometimes a distributor simply stops working, through no fault of the investor at all. The no-commission rule would then unfairly strand that investor. So the industry carved out one exception: voluntary cessation of business.

How it works

The general rule (Chapter 6, section 6.10): when a distributor code is changed in a folio, no commission is payable to any distributor, neither the old one nor the new one — this discourages distributors from luring investors into switching purely to earn a fresh trail.

The carve-out: if the change of distributor code is initiated by the investor, specifically on account of voluntary cessation of business by the existing distributor, then the new distributor is allowed to receive the trail commission, following the guidelines SEBI and AMFI specify from time to time — rather than losing it, as would happen under an ordinary investor-initiated code change.

This sits alongside a separate, narrower set of situations in which a distributor (not the investor) may themselves initiate a code change — such as converting a sole proprietorship into a partnership, or a merger within the same group — none of which is the same as an investor-initiated change following the distributor's voluntary cessation of business.

A worked example

Mr Rao has been investing through Distributor A for six years, generating a book that pays roughly Rs 1,20,000 a year in trail commission. Distributor A decides to voluntarily wind down his distribution business entirely.

Mr Rao, on his own initiative, requests a change of distributor code to Distributor B, citing Distributor A's cessation of business as the reason. Because this change was investor-initiated and on account of the old distributor's voluntary cessation, Distributor B is allowed to receive the ongoing trail commission on Mr Rao's holdings — under the ordinary no-commission rule for a distributor-code change, neither Distributor A nor Distributor B would have earned anything at all.

Had Mr Rao instead simply decided, unprompted, that he preferred a different distributor with no cessation of business involved, the ordinary rule would apply: no commission to either the old or new distributor on that switch.

Why NISM asks about it

Chapter 6 (Fund Distribution and Channel Management Practices), section 6.10 ("Change of distributor"), sets out the general no-commission rule for distributor-code changes and this specific carve-out for voluntary cessation of business, immediately before listing the separate grounds on which a distributor may itself initiate a code change. Expect a question testing when the new distributor is, and is not, allowed to earn commission on a code change.

Common exam traps

  • The exception applies only when the investor initiates the change, and specifically cites the old distributor's voluntary cessation of business — not any investor-initiated switch for any reason.
  • Under the ordinary rule, a distributor-code change pays commission to neither party. The cessation-of-business carve-out is the specific exception, not the general rule.
  • This is different from a distributor-initiated code change — such as converting to a partnership or merging — which follows its own separate set of permitted grounds.
  • The new distributor earns trail commission going forward from the switch, not a retroactive payment for the period before the change.

Check yourself

  1. 1.An investor writes to the AMC asking to move his folio from his existing distributor to a new one. What is the position on the NOC and on commission?

    1. a)The AMC must insist on an NOC from the existing distributor, and the new distributor is paid trail immediately
    2. b)No NOC may be insisted upon; on a change of distributor code no commission is payable to either the old or the new distributor, and the AMC may consider paying trail to the transferee only after a cooling off period of twelve months
    3. c)No NOC is needed, and the old distributor continues to receive trail for twelve months
    4. d)The change is not permitted unless the investor gives a reason acceptable to the AMC
    Show the answer

    Answer: (b) No NOC may be insisted upon; on a change of distributor code no commission is payable to either the old or the new distributor, and the AMC may consider paying trail to the transferee only after a cooling off period of twelve months

    "the mutual fund industry ALLOWS THE INVESTOR TO CHANGE THE DISTRIBUTOR, WITHOUT SPECIFYING ANY REASON", which disposes of option (d). On the NOC: "AMCs will need to comply, WITHOUT INSISTING ON ANY KIND OF 'NO OBJECTION CERTIFICATE' FROM THE EXISTING DISTRIBUTOR." On commission: "In order to remove any possibility of any wrongdoing, e.g., INDUCING OR FORCING THE INVESTOR to request a change of distributor code... In case of a CHANGE OF DISTRIBUTOR CODE in a folio, NO COMMISSION WOULD BE PAYABLE TO ANY DISTRIBUTOR, NEITHER THE OLD ONE NOR THE NEW ONE." And: "the AMCs MAY CONSIDER making payment of trail commission to the TRANSFEREE distributor after a COOLING OFF PERIOD OF TWELVE (12) MONTHS from the date of change of distributor code in the Unitholder database." The design is deliberate: "While the INVESTOR RESERVES THE RIGHT to change the distributor, a distributor is DISCOURAGED TO LURE A CLIENT to change the code." The exception is voluntary cessation of business by the old distributor, where "the new distributor WOULD GET THE TRAIL COMMISSION."

Where this is taught

Free preparation for NISM Series V-D

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