Reg 6 compliance officer
Who can hold the compliance officer role in a listed entity, and how long a vacancy in it can run.
3 months to fill a vacancy
Counted from the vacancy arising in the office of compliance officer
- SEBI
- SEBI events and governance
- Not specified
- 2026-09-01
A vacancy in the office of compliance officer has to be filled at the earliest and in any case within three months. Since 13 December 2024 the person has to be a qualified company secretary in whole-time employment of the listed entity, not more than one level below the board of directors, and designated as key managerial personnel. The entity cannot appoint anyone in an interim capacity outside the normal appointment law.
The qualification requirement is the part that changed. Until 13 December 2024 LODR did not say who could be compliance officer, and entities commonly gave the role to a finance or legal head. Now the person has to be a qualified company secretary in whole-time employment, not more than one level below the board, and designated as key managerial personnel. The three-month vacancy limit is older, from 15 July 2023.
Deadlines counted from an event
Fill any vacancy in the office of compliance officer at the earliest, and in any event not later than three months from the date the vacancy arose. Ninety days is how this engine counts three months; the rule says three months. The entity must not fill the office in an interim or acting capacity unless the law otherwise applicable to the appointment allows it. Reg 6(1A) has applied since 15 July 2023.
Where a resolution plan is approved under section 31 of the Insolvency and Bankruptcy Code, fill the vacancy within three months of that approval, and keep at least one whole-time key managerial person in office in the interim. Ninety days is how this engine counts three months. Reg 6(1B) was inserted with effect from 13 December 2024.
The compliance officer must be a qualified company secretary in the whole-time employment of the listed entity, must be not more than one level below the board of directors, and must be designated as key managerial personnel. The proviso carrying these three conditions was inserted with effect from 13 December 2024.
The rule
Fill any vacancy in the office of compliance officer at the earliest, and in any event not later than three months from the date the vacancy arose. Ninety days is how this engine counts three months; the rule says three months. The entity must not fill the office in an interim or acting capacity unless the law otherwise applicable to the appointment allows it. Reg 6(1A) has applied since 15 July 2023.
Where a resolution plan is approved under section 31 of the Insolvency and Bankruptcy Code, fill the vacancy within three months of that approval, and keep at least one whole-time key managerial person in office in the interim. Ninety days is how this engine counts three months. Reg 6(1B) was inserted with effect from 13 December 2024.
The compliance officer must be a qualified company secretary in the whole-time employment of the listed entity, must be not more than one level below the board of directors, and must be designated as key managerial personnel. The proviso carrying these three conditions was inserted with effect from 13 December 2024.
Who must comply
- Every entity with specified securities listed on a recognised stock exchange
- The person appointed as compliance officer, who has to be a qualified company secretary in whole-time employment
Statutory basis
Before you file
- Confirm the candidate holds a company secretary qualification.
- Confirm the candidate is in whole-time employment of the listed entity.
- Confirm the role sits not more than one level below the board of directors.
- Designate the person as key managerial personnel in the board resolution.
- Record the date any vacancy arose, because that starts the three months.
How to file
- Pass the board resolution appointing the compliance officer and designating the person as key managerial personnel.
- Fill any vacancy within three months of the date it arose.
- Keep at least one whole-time key managerial person in office in the interim where a resolution plan was approved.
- Disclose the change under Reg 30 read with Schedule III Part A Para A clause 7.
- Tell the exchanges who is authorised to make disclosures on the entity's behalf.
Board resolution, with the change disclosed to the exchanges
If you miss it
No per-day exchange fine is asserted here, because this provision is not on the fine table we have verified. A breach of a corporate-governance condition is a breach of listing conditions, which section 23E of the Securities Contracts (Regulation) Act reaches at not less than ₹5 lakh and up to ₹25 crore. SEBI's other head is section 15HB of the SEBI Act, the residual penalty that applies where the Act provides no specific penalty for the contravention. Section 15A(b) is not the right head, because a missed meeting is not a failure to furnish information.
- The default shows in the quarterly governance report inside Integrated Filing (Governance), so it becomes visible to the exchange and to investors without any separate complaint
- SEBI has moved to a settlement route for many governance defaults, which still carries a settlement amount and an admission on the record
- A vacancy running past three months leaves the entity without the officer that Reg 6(2) makes responsible for exchange filings and for investor grievance handling, so other defaults tend to follow
Recent changes affecting this
Relaxation from SEBI Master Circular for Minimum Public Shareholding Non-Compliance
Master Circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities
Certification requirement for Compliance Officers of Managers of AIFs
Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper
Common questions
Can a chief financial officer hold the compliance officer role?
Not since 13 December 2024. The person has to be a qualified company secretary in whole-time employment of the listed entity, not more than one level below the board, and designated as key managerial personnel.
How long can the office stay vacant?
Three months at the outside, and the regulation says to fill it at the earliest. Where a resolution plan under section 31 of the Insolvency and Bankruptcy Code was approved, the three months run from the plan's approval and one whole-time key managerial person has to hold office in the interim.
Can we appoint someone in an acting capacity meanwhile?
Only if the law otherwise applicable to that appointment allows it. Reg 6(1A) bars an interim or acting appointment made just to cover the gap.