Description

SEBI amendments effective September 8, 2025, limit NPO registration on SSE to two years without fundraising. Registration automatically lapses if funds are not raised within validity period.

Summary

BSE has notified stakeholders about SEBI’s amendments to LODR 2015 and ICDR 2018 regulations, effective September 8, 2025, which introduce a mandatory two-year validity period for Not for Profit Organisations (NPOs) registered on the Social Stock Exchange. NPOs must raise funds within this period or their registration will automatically lapse. This applies to both new registrations from September 9, 2025, and existing valid registrations as of that date.

Key Points

  • SEBI amended LODR Regulations 2015 and ICDR Regulations 2018 on September 8, 2025
  • NPOs registered with SSE can remain registered without raising funds for maximum two years from registration date
  • New NPO registrations from September 9, 2025 onwards valid for two years
  • Existing valid registrations as of September 9, 2025 will continue for two years from their respective registration dates
  • Registration automatically lapses if NPO does not raise funds within two-year validity period
  • No exceptions or extensions mentioned for the two-year requirement

Regulatory Changes

SEBI has introduced time-bound registration validity through amendments to:

  1. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  2. SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018

Key regulatory change: NPOs registered with Social Stock Exchange can remain registered without raising funds for a maximum period of two years from the date of registration. This represents a significant shift from the previous framework which did not specify a validity period.

Compliance Requirements

For NPOs Registered on BSE SSE Platform:

  • Must raise funds within two years from registration date to maintain active registration status
  • Failure to raise funds within validity period results in automatic lapse of registration
  • Must monitor their registration validity period and plan fundraising activities accordingly
  • Should contact sse@bseindia.com for queries or clarifications

Implementation by BSE:

  • New registrations from September 9, 2025: Two-year validity from registration date
  • Existing registrations as of September 9, 2025: Two-year validity from original registration date

Important Dates

  • September 8, 2025: SEBI notification date for regulatory amendments
  • September 9, 2025: Implementation date for new registration validity framework
  • Two years from registration date: Maximum period for NPOs to raise funds before automatic lapse
  • December 16, 2025: BSE circular notice date

Impact Assessment

High Impact on NPO Sector:

  • Creates urgency for NPOs to complete fundraising within defined timeframe
  • Existing NPOs registered before September 9, 2025 must evaluate remaining validity period
  • May lead to increased fundraising activity on SSE platform as NPOs rush to meet deadline
  • Automatic lapsing provision introduces stricter accountability for registered NPOs

Operational Impact:

  • NPOs need to plan and execute fundraising strategies within two-year window
  • Organizations unable to raise funds within validity period must re-register if they wish to continue
  • Potential reduction in dormant registrations on SSE platform
  • Increased focus on active fundraising rather than speculative registrations

Market Impact:

  • Encourages more active participation and genuine fundraising activities on SSE
  • May improve quality of NPO registrations by filtering organizations not ready for fundraising
  • Aligns SSE registration framework with time-bound regulatory expectations

Impact Justification

Critical regulatory change affecting all NPOs registered on SSE platform. Introduces automatic lapsing of registration if fundraising not completed within two-year period, fundamentally changing SSE registration framework.