Companies Act, 2013

The five biggest changes are: (1) Small Company threshold doubled — paid-up capital ≤ ₹20 crore and turnover ≤ ₹200 crore, dramatically expanding who qualifies for lighter compliance. (2) Virtual AGMs made permanent — companies can conduct AGMs via video conferencing or hybrid mode permanently, not just as a COVID relaxation; a physical AGM is needed only once every 3 years. (3) DIN KYC changed to a 3-year cycle — eliminates the annual 30-September compliance burden for directors. (4) CSR net profit threshold raised from ₹5 crore to ₹10 crore — removes many mid-size companies from CSR obligation. (5) Decriminalisation of 20+ offences — converting criminal prosecution for procedural defaults into civil penalties with a graded mechanism, including a warning for first-time offenders.

No — as of April 2026, the Corporate Laws (Amendment) Bill, 2026 (Bill No. 85 of 2026) has been introduced in Lok Sabha on 23 March 2026 and referred to a Joint Parliamentary Committee (JPC) for detailed scrutiny. It has not yet been enacted. The Bill will become law only after: (1) JPC submits its report, (2) Both Houses of Parliament pass the Bill, (3) Presidential assent is received. Once enacted, the Central Government will notify the commencement date for various provisions separately. Until then, the existing Companies Act, 2013 provisions continue to apply.

All three are employee compensation linked to company shares, but they work differently. ESOPs (Employee Stock Options): employee gets the right to purchase shares at a predetermined exercise price — they benefit if the share price rises above that price. RSUs (Restricted Stock Units): company promises to give the employee actual shares (or cash equivalent) after a vesting period — no purchase price; the employee receives full value of shares at vesting. SARs (Stock Appreciation Rights): employee doesn't receive shares — instead receives the cash equivalent of the appreciation in share price between grant date and exercise date. The 2026 Bill formally recognises RSUs and SARs under Section 62, giving them statutory clarity and ensuring companies can structure these under Companies Act compliance without legal ambiguity.

If your company already qualified as a Small Company under the old thresholds, there is no change for you — you continue to enjoy the existing simplified compliances. However, once the 2026 Bill is enacted, many more companies that previously did NOT qualify as Small Companies will now qualify under the new ₹20 crore / ₹200 crore thresholds. Such newly qualifying companies will be able to: (i) file the simplified MGT-7A instead of MGT-7, (ii) hold only 1 Board meeting per year (instead of 4), (iii) be exempt from secretarial audit requirement, (iv) potentially qualify for CSR exemption (subject to the new ₹10 crore net profit threshold), and (v) potentially be exempt from statutory auditor requirement (if notified under the new auditor exemption provision).

The Insolvency and Bankruptcy Board of India (IBBI) is being formally designated as the Valuation Authority under the Companies Act through the 2026 Bill. Previously, the valuation framework under the Companies Act was fragmented. Under the new framework, IBBI will: (i) grant certificates of registration and recognition to valuers, (ii) make recommendations to the Central Government on valuation standards, (iii) ensure compliance with valuation requirements, and (iv) handle disciplinary matters relating to registered valuers. This centralises the oversight of valuers who are required under multiple provisions of the Companies Act — such as for FMV determination in private placements, buybacks, mergers, and insolvency proceedings.

Under the existing Act, the RoC can strike off a company if it has not filed financial statements or annual returns for 2 consecutive financial years. The 2026 Bill adds an additional trigger: strike-off is also triggered if a company has had no significant accounting transaction for the 2 preceding financial years AND the current financial year. "Significant accounting transaction" means any transaction other than payment of fees to the Registrar, payment to meet legal requirements, and payment required to close the company. This allows proactive removal of truly dormant shell companies from the MCA register even if they have technically filed returns showing nil activity.

The new Section 203A introduced by the 2026 Bill creates a formal, statutory process for the resignation of whole-time Key Managerial Personnel (KMPs) who are not directors — such as the CFO and Company Secretary. Currently, there is no formal resignation procedure under the Companies Act for non-director KMPs (only directors have a prescribed resignation process under Section 168). The new Section 203A will prescribe: the notice period for resignation, the manner of notifying the company and RoC, the company's obligation to file the change with the Registrar, and the timeline for appointing a replacement. This brings transparency and accountability to KMP transitions and closes a governance gap.

The Companies Fresh Start Scheme (CFSS) 2026 was launched by MCA as a one-time opportunity for defaulting companies to file all pending annual returns and financial statements without paying the additional late filing fees (₹200/day for AOC-4 and MGT-7). Companies that had defaulted on multiple years of filings could regularize their status by paying only the normal government fee — significantly reducing the penalty burden. The scheme typically runs for a limited window (check MCA portal for the current status and whether the window has been extended). To avail CFSS, a company must not have been struck off, must not have winding-up / NCLT proceedings pending, and must not be a company where prosecution is already launched. After CFSS, the company is issued an immunity certificate.