SEBI Circular: Certification Requirement for Compliance Officers of Managers of AIFs
Date: December 30, 2025
Circular No.: HO/19/(8)2025-AFD-POD1/I/1266/2025
Background
Regulation 20 of the SEBI (Alternative Investment Funds) Regulations, 2012 mandates that every Manager of an AIF shall appoint a Compliance Officer responsible for monitoring compliance with applicable securities laws, regulations, circulars, and directions issued by SEBI.
Further, Regulation 20(18) empowers SEBI to prescribe eligibility criteria for such Compliance Officers from time to time.
In this context, SEBI has issued the present circular specifying a mandatory certification requirement for Compliance Officers of Managers of AIFs.
Applicability
This circular is applicable to:
All Alternative Investment Funds (AIFs)
Managers of AIFs
Existing and newly appointed Compliance Officers
Key Provisions of the Circular
1. Mandatory Certification Requirement
The Compliance Officer of the Manager of an AIF is required to obtain certification by passing the following examination:
NISM Series III-C: Securities Intermediaries Compliance (Fund) Certification Examination
This requirement is in accordance with the communiqué issued by the National Institute of Securities Markets (NISM) dated November 20, 2025.
2. Effective Date for Appointment and Continuation
SEBI has provided a transition period for compliance.
With effect from January 01, 2027:
Only persons who have obtained the above NISM certification:
May be appointed as Compliance Officer, or
May continue to act as Compliance Officer of the Manager of an AIF.
Any individual not holding the prescribed certification will not be eligible to occupy the role beyond this date.
3. Compliance Test Report (CTR) Disclosure
The circular further mandates that:
The Compliance Test Report (CTR) prepared by the Manager under para 15.2 of the SEBI Master Circular dated May 07, 2024
Must include confirmation of compliance with this certification requirement
Accordingly, trustees / sponsors / managers must ensure that CTRs explicitly capture adherence to this circular.
Responsibility for Compliance
The responsibility to ensure compliance with this circular lies with:
Trustee / Sponsor / Manager of the AIF, as applicable
The obligation is regulatory in nature and cannot be delegated to service providers or technology platforms.
Legal Authority
This circular has been issued under:
Section 11(1) of the SEBI Act, 1992
Regulation 20(18) of the SEBI (AIF) Regulations, 2012
Regulation 3(1) of SEBI (Certification of Associated Persons in the Securities Markets) Regulations
Effective Date
The circular comes into force with immediate effect
The certification requirement becomes mandatory for appointment and continuation from January 01, 2027
Practical Implication for AIFs
Existing Compliance Officers should plan to obtain the NISM Series III-C certification well before the cut-off date
Managers should update internal compliance frameworks and CTR formats to reflect this requirement
Any future appointments must factor in certification eligibility
Conclusion
This circular represents SEBI’s continued emphasis on strengthening human-level compliance capability within AIF Managers by prescribing minimum professional standards for Compliance Officers.
AIFs should treat this as a structural compliance requirement and align internal processes accordingly.