Reg 26A vacancy in the office of a key executive
Filling a vacancy in the office of chief executive officer, managing director, whole time director, manager or chief financial officer.
3 months from the vacancy
Counted from the vacancy arising in the office
- SEBI
- SEBI events and governance
- Not specified
- 2026-09-01
Three months from the date of the vacancy, extended to six months where a regulatory, government or statutory approval is needed. The six-month proviso came in with effect from 17 May 2024. The entity cannot fill the office in an interim or acting capacity unless the law otherwise applicable to the appointment allows it.
The three-month period is older, but the six-month extension where a regulatory, government or statutory approval is needed is new: it was inserted with effect from 17 May 2024. A checklist showing a flat three months will treat a regulated appointment as late when it is not.
Deadlines counted from an event
Fill the vacancy in the office of chief executive officer, managing director, whole time director or manager, and in the office of chief financial officer, at the earliest and in any case within three months of the date of the vacancy. Ninety days is how this engine counts three months; the rule says three months.
Where the appointment requires a regulatory, government or statutory approval, the period extends to six months from the date of the vacancy. One hundred and eighty days is how this engine counts six months; the rule says six months. The proviso was inserted with effect from 17 May 2024.
The rule
Fill the vacancy in the office of chief executive officer, managing director, whole time director or manager, and in the office of chief financial officer, at the earliest and in any case within three months of the date of the vacancy. Ninety days is how this engine counts three months; the rule says three months.
Where the appointment requires a regulatory, government or statutory approval, the period extends to six months from the date of the vacancy. One hundred and eighty days is how this engine counts six months; the rule says six months. The proviso was inserted with effect from 17 May 2024.
Who must comply
- Every entity with specified securities listed on a recognised stock exchange
- The office of chief executive officer, managing director, whole time director or manager, under Reg 26A(1)
- The office of chief financial officer, under Reg 26A(2)
- An interim or acting appointment is not permitted unless the law otherwise applicable to that appointment allows it.
Statutory basis
Before you file
- Record the date the vacancy arose.
- Decide whether the appointment needs a regulatory, government or statutory approval, because this sets the period.
- Start the search and the nomination and remuneration committee process immediately.
- Confirm whether the appointment law permits an interim appointment at all.
How to file
- Record the date of the vacancy.
- Put the appointment to the nomination and remuneration committee and then to the board.
- Fill the office within three months, or within six months where an approval is required.
- Disclose the appointment under Reg 30 read with Schedule III Part A Para A clause 7.
- Obtain shareholder approval under Reg 17(1C) where the appointee is a director or a manager.
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 the period leaves the entity without an officer that other regulations assume exists, including the signatory requirements on financial results
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
Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper
Common questions
When does the six-month period apply?
Only where the appointment needs a regulatory, government or statutory approval. That proviso was inserted with effect from 17 May 2024. Otherwise the period is three months.
Can we appoint an acting chief financial officer meanwhile?
Only if the law otherwise applicable to the appointment allows it. Reg 26A does not itself create an interim route.