Close this search box.

Table of Contents

Participatory Note


A Participatory Note (P-Note) is a financial instrument used by foreign investors, allowing them to invest in a country’s stock market without being directly registered with the market regulator. Typically issued by brokerage firms, P-Notes provide access to buy and sell securities while maintaining anonymity for the investor. They are popular in emerging markets where registering as a foreign institutional investor might be complex or restricted.


The phonetic pronunciation of the keyword “Participatory Note” is:/pɑːrtɪsɪpətɔːri noʊt/This breaks down into two words:1. Participatory: /pɑːrtɪsɪpətɔːri/2. Note: /noʊt/

Key Takeaways

  1. Participatory Notes (P-Notes) are financial instruments used by foreign investors who wish to invest in a country’s stock market without registering with the local securities regulator.
  2. P-Note investments can be an attractive option for foreign investors due to their simplicity and anonymity, but they can also raise concerns about transparency, money laundering, and market manipulation.
  3. Several countries, including India, have implemented regulatory measures to monitor and control the use of P-Notes in order to better safeguard their financial markets and minimize the risks associated with these instruments.


Participatory Notes, commonly known as P-Notes, are important financial instruments used by foreign institutional investors (FIIs) to invest in a country’s securities market without being registered with the local regulating authorities. They enable investors to anonymously access emerging markets, offering flexibility and ease of investment. This has a significant impact on the flow of foreign investments and leads to higher market liquidity, ultimately fostering growth in the local economy. However, P-Notes are often controversial due to their potential for misuse, including money laundering and tax evasion, which may negatively impact the host country’s financial system.


Participatory Notes (P-Notes) are financial instruments designed to provide foreign investors with the means to invest in the stock markets of countries where they may not be registered or eligible to invest directly. They serve as a vital tool for investors who want to explore opportunities in these markets without the burden of bureaucratic registration processes and regulatory oversight. Essentially, P-Notes help to increase the liquidity and accessibility of a country’s stock markets, attracting foreign capital that ultimately boosts the overall economic growth of the nation. They are issued by registered Foreign Institutional Investors (FIIs) or their sub-accounts, enabling foreign investors to tap into these emerging markets indirectly and anonymously.

The primary purpose of Participatory Notes is to overcome the investment barriers that typically discourage investors from entering a foreign market, such as the requirement of disclosing their identities or dealing with complex regulatory frameworks. P-Notes simplify this process by allowing the investor to buy a derivative product from an FII, which already holds the underlying securities. This benefits the foreign investor as the FII takes care of the regulatory and investment processes, while the P-Note holder enjoys the profits and benefits of the invested stocks. However, it is important to note that P-Notes may also carry certain risks, including the potential for reduced transparency and misuse of funds for illegitimate activities.

Consequently, regulatory authorities in various countries have implemented measures to strike a balance between encouraging foreign investment and maintaining appropriate levels of governance and control.


Participatory Notes (P-Notes) are financial instruments used by foreign investors to invest in a country’s stocks without being directly registered with the country’s securities market. They are particularly popular for investing in the Indian stock market. Here are three real-world examples of Participatory Notes:

Example 1: In 2007, participatory notes became a topic of concern in the Indian economy when the Securities and Exchange Board of India (SEBI) proposed restrictions on P-Notes, leading to a sharp decline in the Indian stock market. The restrictions were imposed because SEBI believed that excessive inflows from foreign investors through P-Notes could lead to market volatility and tax evasion issues. However, after some modifications to the rules, P-Notes remained in use, albeit with stricter regulations.

Example 2: In 2016, SEBI released an updated set of regulations on P-Notes to prevent money laundering and to increase transparency. The rules required the disclosure of details of the owners of P-Notes and imposed stricter Know-Your-Customer (KYC) norms for P-Note holders. These regulations aimed to curb the potential misuse of P-Notes by some investors to evade taxes and manipulate the stock market.

Example 3: In recent years, there has been a consistent decrease in foreign investments using P-Notes. According to SEBI data, the total value of P-Note investments in the Indian stock market declined from about 2.7 lakh crore (as of September 2017) to 61,574 crore (as of December 2021), making up less than 1% of the total foreign portfolio investments in the market. This decline can be attributed to more stringent regulations introduced by SEBI and the growing popularity of other investment channels, such as Foreign Portfolio Investments (FPI) and Foreign Direct Investments (FDI).

Frequently Asked Questions(FAQ)

What is a Participatory Note (P-Note)?

A Participatory Note (P-Note) is a financial instrument issued by registered foreign institutional investors (FII) to investors who wish to invest in a country’s stock market without directly registering with the securities regulator. P-Notes provide indirect access to a wide variety of financial securities, including stocks, bonds, and derivatives.

How do Participatory Notes work?

P-Notes work through a tiered investment process. The registered FII purchases the securities and then issues P-Notes to represent the ownership of these securities, which are then sold to the investors. The returns from the P-Notes are based on the performance of the underlying securities.

What are the benefits of investing in P-Notes?

P-Notes offer several benefits, including ease of investment, reduced regulatory requirements, and access to markets that might be difficult for direct investors. Additionally, P-Notes provide anonymity to investors, allowing them to invest in markets with restricted direct access.

Are Participatory Notes risk-free investments?

No, P-Notes are not risk-free investments. They carry the same risks associated with the underlying securities, such as market volatility and currency risks. Furthermore, P-Notes involve additional risks, including counterparty risk from the FII and potential regulatory changes that could impact P-Note investments.

Could P-Notes be used for illicit activities or tax evasion?

Due to the anonymity they provide, P-Notes can potentially be misused for illicit activities, such as money laundering or tax evasion. However, regulatory authorities have implemented measures to increase transparency and restrict the misuse of P-Notes. Investors and FII should adhere to the relevant regulatory requirements to avoid such concerns.

Are P-Notes a popular investment option in emerging markets?

Yes, P-Notes are often popular investment options for foreign investors in emerging markets. They offer access to market opportunities that may not be easily accessible due to regulatory restrictions.

How are P-Notes regulated?

P-Notes are regulated by the securities regulatory authority in the country where the FII is registered. These regulatory bodies have rules and guidelines in place to monitor P-Note issuance and investments to ensure transparency, proper disclosure, and adherence to relevant laws.

Can an investor convert P-Notes to actual shares?

Yes, in some cases, P-Notes can be converted to actual shares. However, this process is subject to the regulations of the underlying securities and may involve the investor directly registering with the securities regulator.

Related Finance Terms

    • Offshore Derivative Instruments (ODIs)
    • Foreign Institutional Investors (FIIs)
    • Securities and Exchange Board of India (SEBI)
    • Know Your Client (KYC) Regulations
    • Portfolio Investment Scheme (PIS)

Sources for More Information

About Our Editorial Process

At Due, we are dedicated to providing simple money and retirement advice that can make a big impact in your life. Our team closely follows market shifts and deeply understands how to build REAL wealth. All of our articles undergo thorough editing and review by financial experts, ensuring you get reliable and credible money advice.

We partner with leading publications, such as Nasdaq, The Globe and Mail, Entrepreneur, and more, to provide insights on retirement, current markets, and more.

We also host a financial glossary of over 7000 money/investing terms to help you learn more about how to take control of your finances.

View our editorial process

About Our Journalists

Our journalists are not just trusted, certified financial advisers. They are experienced and leading influencers in the financial realm, trusted by millions to provide advice about money. We handpick the best of the best, so you get advice from real experts. Our goal is to educate and inform, NOT to be a ‘stock-picker’ or ‘market-caller.’ 

Why listen to what we have to say?

While Due does not know how to predict the market in the short-term, our team of experts DOES know how you can make smart financial decisions to plan for retirement in the long-term.

View our expert review board

About Due

Due makes it easier to retire on your terms. We give you a realistic view on exactly where you’re at financially so when you retire you know how much money you’ll get each month. Get started today.

Due Fact-Checking Standards and Processes

To ensure we’re putting out the highest content standards, we sought out the help of certified financial experts and accredited individuals to verify our advice. We also rely on them for the most up to date information and data to make sure our in-depth research has the facts right, for today… Not yesterday. Our financial expert review board allows our readers to not only trust the information they are reading but to act on it as well. Most of our authors are CFP (Certified Financial Planners) or CRPC (Chartered Retirement Planning Counselor) certified and all have college degrees. Learn more about annuities, retirement advice and take the correct steps towards financial freedom and knowing exactly where you stand today. Learn everything about our top-notch financial expert reviews below… Learn More