Company-law roles
- Directors. At least three directors for a public company, two for a private company and one for a One Person Company (section 149(1)). A Specified IFSC private company must be limited by shares.
- Resident director. At least one director must stay in India for at least 182 days in the financial year (section 149(3)). For a Specified IFSC private company, MCA's 2017 notification applies this from the second financial year.
- Independent directors. Required for listed companies and prescribed classes (section 149(4)).
- Whole-time KMP. Prescribed classes of company must have a managing director, chief executive officer or manager, a company secretary and a chief financial officer, appointed by board resolution (section 203). A whole-time KMP may not hold office in more than one company at the same time, except in a subsidiary (section 203(3)).
- LLPs. An LLP acts through its designated partners, each with a Designated Partner Identification Number.
IFSCA roles by framework
| Framework | Required officers | Presence |
|---|---|---|
| Fund management (FM Regulations 2025, regulation 7) | Principal officer; compliance officer for registered FMEs; further fund-management KMPs in specified cases | Based out of the IFSC |
| Capital market intermediaries (CMI Regulations 2025) | KMPs, with the certification course specified under regulation 9(5) | See the framework for the activity |
| Global In-House Centre (GIC Regulations 2025, regulation 10) | Principal officer responsible for overall activities; compliance officer reporting to the board or head of the organisation | Full-time employees based out of the IFSC |
| TechFin and ancillary services (TAS Regulations 2025) | Principal officer and compliance officer | Full-time, physically based in the IFSC |
| BATF services | Principal officer and compliance officer meeting the qualification and experience criteria | Full-time, IFSC-based |
| Credit rating agencies | Board of at least three directors, one-third independent; principal officer and compliance officer | Officers IFSC-based and full-time |
| Treasury centre (finance company GRCTC framework) | At least five qualified personnel, including the head of treasury and the compliance officer, before operations start | Based in the IFSC |
| All regulated entities (AML Guidelines 2022) | Designated Director and Principal Officer for AML purposes, each holding the NISM-IFSCA-01 certification | Notified to FIU-IND and IFSCA |
This table summarises; the regulation for your activity governs. Fit-and-proper requirements apply to all of these people at all times. See fit and proper.
One title, two roles
"Principal officer" means different things in different instruments. Under an activity regulation, the principal officer is the senior person responsible for the entity's regulated business. Under the AML Guidelines, the Principal Officer is the person who furnishes information to FIU-IND, who must be at management level and independent of internal audit and the business lines. One person can hold more than one role only where the framework permits it, so check before combining them. A practical example: a principal officer who also runs a business line may not be the right AML Principal Officer.
Other combinations need the same check: a compliance officer who is also a director; a whole-time KMP of the IFSC company who holds office in a group company outside India; or, under the BATF framework, officers of an existing ancillary services unit acting for the BATF unit during the transition IFSCA's FAQs allow.
Note also that some IFSC entities, such as GICs, are exempt from most of the AML Guidelines, so the AML roles may not arise for them in full. See AML, CFT and KYC.
Mapping the roles in practice
- List every role the company or LLP law and the IFSCA framework require, with the source provision.
- Name a person for each, and record where each person is based and for how many days.
- Check each combination of roles against the framework and the AML Guidelines.
- Appoint or designate by board resolution, with the powers the IFSCA application describes.
- Diary the certification deadlines. See KMP certification.
- Plan succession. KMP changes usually need intimation to IFSCA, and a change in directors needs SEZ approval through the Unit Approval Committee.