Company · Trouble
Who exactly is the 'officer in default' when penalties hit?
The short answer
When a company faces penalties under the Companies Act, regulators look to the 'officer in default' — defined under Section 2(60) as directors and other persons charged with responsibility for a contravention. The board formally identifies who bears that charge through GNL-3, which records particulars of persons named as officers in default. Getting this right matters because the named individuals carry personal exposure for the company's compliance failures.
What gets filed with MCA
Particulars of persons charged by the board as officers in default
Section 2(60), Companies Act 2013
The sequence
- 1Review the contravention and identify which directors or officers had responsibility
- 2Pass a board resolution charging the relevant persons as officers in default
- 3Prepare GNL-3 with particulars of each person so charged
- 4File GNL-3 with the ROC as required under Section 2(60)
- 5Retain board records linking the charge to the specific compliance failure
Do it with us — or check it yourself first
Questions founders actually ask
Who counts as an officer in default?
Section 2(60) of the Companies Act 2013 defines officer in default. It covers directors and other persons whom the board charges with responsibility for a contravention of the Act.
Does the board have to formally name officers in default?
Yes. The board charges specific persons by resolution, and their particulars are filed in GNL-3. This is the formal record of who bears responsibility when penalties attach.
Can only directors be named in GNL-3?
GNL-3 covers persons charged by the board as officers in default under Section 2(60). That definition is not limited to directors — it includes any person the board holds responsible for the contravention.
Last verified 2026-08-24 against MCA V3 records and ICSI reference material. Form-level deadlines and penalties live on the linked form pages and update there.