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On March 23, 2026, the Corporate Laws (Amendment) Bill, 2026, was introduced in the Lok Sabha, proposing targeted changes to the Companies Act, 2013 and the Limited Liability Partnership Act, 2008. The Bill aims to enhance the ease of doing business, simplify compliance requirements, and strengthen the overall regulatory framework governing companies.

The proposed amendments introduce wide-ranging changes across key governance and compliance areas, including flexibility in conducting board and general meetings through physical, virtual, and hybrid modes, and relaxation in notice requirements. They strengthen the regulatory framework relating to directors and KMPs by expanding disqualification criteria, introducing a “fit and proper person” requirement, mandating an active DIN throughout tenure, and prescribing penalties for breach of directors’ duties, revisions in the applicability criteria of CSR.

The Comparative analysis proposed amendments are mentioned as follows:
Sl. No
Section
Current law
Proposed amendments
crux
1
2(85)-Small Company thresholds
Paid-up capital ≤ Rs 10 Crore; Turnover ≤ Rs 100 Crore
Paid-up capital ≤ Rs 20 Crore; Turnover ≤ Rs 200 Crore
The amendment doubles the threshold limits, thereby expanding the scope of small companies.
2
7(1)(b)- Professional declaration at incorporation
A declaration in the prescribed form by an advocate, a chartered accountant, cost accountant or company secretary in practice , who is engaged in the formation of the company
A declaration in the prescribed form by an advocate, a chartered accountant, cost accountant or company secretary in practice, where a company engaged such professionals in its formation or
incorporation
Professional declaration is
proposed only when such
professionals are engaged in the formation of
Company.
3
New Section 12A- website maintenance
Prescribed classes of companies shall maintain website, e-mail address and other modes of communication, as may be prescribed. Further, Details of website, email and other mode of communication and any change in above shall be intimated to Registrar
Proposed amendments mandate prescribed class of company to maintain website, email and other mode of communication.
4
Sec 20(2, proviso)- Service of
documents
A member may request for delivery o any document through a particular mode, for which he shall pay such fees as may be determined by the company in its annual general meeting.
Class or classes of companies shall share the prescribed
documents to its member, only in electronic mode. A member may request for delivery of any document through a particular mode, for which he shall pay such fee as may be determined by the company in its general meeting.”.
Proposed amendments have mandated the company to share the prescribed documents through electronic mode only. Further, Company may determine the cost of delivery the documents in any other particular mode at its any General Meeting.
5
Sec 42- Limit of identified person in
Private Placement
While counting the limit of 200 identified person for allotment of securities via private placement, the offer to QIB or employee pursuant to ESOP scheme shall be excluded.
While counting the limit of 200 identified person for allotment of securities via private placement, the offer to QIB or employee pursuant to ESOP scheme or such other scheme linked to the value of the share capital of a company shall be excluded.
Proposed amendments shall also exclude any other scheme linked to the value of the share capital of the company while considering the limit of 200 identified person for allotment of securities under private placement.
6
New Section 43(A)- Share capital of company under International Financial
Services Centre (IFSC).
The Company incorporated in IFSC shall issue and maintain its share capital in a permitted foreign currency:
Company incorporated under IFSC, prior to commencement of this act, may convert its share capital from Indian rupee to a permitted foreign currency within the prescribed timeline:
Further, Post commence of this act, the IFSC companies shall issue and maintain its share capital into a permitted foreign currency.
The IFSC companies shall maintain its share capital in a permitted foreign currency.
7
Sec 68 (2)(g, proviso):
Buy Back-
two Buy Back offer in a year
No offer of buy-back under this sub-section shall be made within a period of one year reckoned from the date of the closure of the preceding offer of buy-back, if any
Prescribed classes of companies may conduct upto 2 buy-back offers per year, provided the second offer is not made earlier than 6 months after closure of the first
Proposed amendments allows two buy back offer in a year provided the gap between two Buy back offer shall not be lessor than six month.
8
Sec 68 (6): Affidavit on
declaration on solvency.
The Company shall file Declaration of
Solvency verified by affidavit in case of Buy back offer
The provisions for affidavit on declaration of solvency has been omitted with pursuant to these amendments.
The Proposed amendment has done away with the requirement of affidavit for verification of Declaration of Solvency.
9
Sec 77- Charge registration deadline
The Charge shall be registered (CHG-1/9) within a period of sixty days of such creation, on payment of such additional fees as may be prescribed
The Charge shall be registered (CHG-1/9) within a period of One twenty days of such creation, on payment of such additional fees as may be prescribed
Every company shall register its charge within 30 days from the date of creation and if not register, then with 60 days from the date of creation.
With this proposal, the Company may register the charge within 120 days
from the date of creation, if not registered with 30 days from the date of creation.
10
Reg 88: Register of
member
No explicit bar on recording trust details in the register
No notice of any trust —express, implied, or constructive — may be entered in the Register of Members or Debenture Holders; trustees to be registered as members in their own right
The details of trustees to be registered in the register of members.
11
Sec 96- Annual General Meeting (AGM) through VC
No express provision permitting virtual or hybrid AGMs
A company may hold its AGM physically, or through VC or other audio-visual means, either wholly or partly.
If requisites member require meeting to be held at hybrid mode, the Company shall hold the meeting at hybrid mode.
The provisions of calling the General Meeting through VC or other audio- visual means has been
Proposed.
12
Sec 100:
Extra
Ordinary
General
Meeting
No Such provisions of hybrid EHM is
specified in the act.
EGM may be conducted physically, or through VC or other audio-visual means.
If requisites member require meeting to be held at hybrid mode, the Company shall hold the meeting at hybrid mode
13
Sec 96- Frequency of Physical AGM
Every company shall hold its AGM in physical mode at least once in every three years
Mandatory physical meeting at every three
years.
14
Sec 101(1) — Notice period for meetings
Minimum 21 days’ notice required for all general meetings
EGMs conducted entirely via VC or other audio-visual
means (OAVM) may be convened with 7 days’ notice (or as prescribed);The 21-day requirement is retained for physical and
hybrid meetings
If the meeting is held physically or in hybrid
mode than 21 clear days notice to be sent to the shareholders.
However, if the EGM held through VC or OAVM then 7 days notice would suffice.
15
Sec 135: Applicability criteria of CSR; net profit
Net profit criteria: if net profit is Rs. 5 Crore or more in the immediately preceding FY.
Proposed criteria: if net profit is Rs. 10 Crore or more in the immediately preceding FY
The limit of Net profit applicability has proposed to be enhanced to Rs. 10 Crore from Rs. 5 Crore.
16
Sec 135(6) — Unspent CSR: ongoing projects
Any unspent amount pursuant to any
ongoing project, shall be transferred by
the company within a period of thirty days from the end of
the financial year to a special account
The time limit for transfer of unspent amount has been enhanced to ninety days.
Enhancement of time limit for transfer of unspent amount pursuant to any long term project.
17
Sec 135(9) — CSR Committee
Where the CSR obligation does not
exceed Rs. 50 lakhs, the Company shall not require to constitute the CSR committee.
The CSR obligation of Rs. 50 lakh has been enhanced to Rs. 1 Crore or other
prescribed amount.
Enhancement of CSR obligation for non constitution of CSR committee.
18
Sec 144 — Restricted services
The auditor or audit firm of such class or classes of companies, may conduct
prohibited non audit services of the Company or its holding company or subsidiary, after the period of three years, post completion of Audit period of auditors.
The Auditor can conduct prohibited non audit services after three years, post completion of audit period of the Auditors.
19
Sec 149(6)(e) —criteria for independent director
(e) who, neither himself nor any of his relatives—
(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its
holding, subsidiary or associate company in any of the
three financial years immediately preceding 
the financial year in which he is proposed to be appointed;
The Current amendments includes any of the three financial years immediately preceding or current financial year.
The said criteria for independence shall also include current FY.
The Proposed independent Director should not be or not have been an employee, Proprietor or a partner of any legal firm or consulting firm that has any transaction with the company or its holding,
subsidiary company or associate amounting to < 10 % or lower prescribed % of the gross turnover of the firm. 
(e) who, neither
himself nor any of his relatives:
(i) is or has been an employee or proprietor or a
partner
, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of—
(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any
transaction with the company, its holding, subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such firm;
(e) who, neither himself nor any of his relatives:
(ii) is or has been an
employee or proprietor or a partner, in any of the
three financial years immediately preceding the financial year or during the current
financial year 
in which he is proposed to be appointed, of—
(A) a firm of auditors
or Secretarial Auditors or cost auditors of
the company or its holding, subsidiary or associate
company; or
(C) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or
associate company amounting to ten per cent. or more such lower per cent., as may be prescribed of the gross turnover of such firm;
20
Sec 149(6)
Every independent director shall ensure that he continues to fulfil the criteria of independence during the term of his appointment.
New Sub section
21
Sec 149(6) -Tenure of
Independent Director
Any period during which an independent director has served as an additional
director
of the company, shall be included in his tenure as an independent director.
The Proposed amendment has bought clarity on the terms of Independent
Director- appointment of additional director in the independent category shall also be a part of his term.
22
Sec 149(6) -3 year cooling period of Independent Director
An independent director Shall not, during the said period of three years, be appointed in or be associated with the company in any other capacity, either directly or indirectly.
An independent director Shall not, during the said period of three years, be appointed in or be associated with the company or its holding, subsidiary or associate company in any other capacity, either directly or indirectly.
The proposed amendments extends the restriction of cooling of independent director to its holding, subsidiary or associate
company
23
Sec 152(3) Active DIN
No person shall be appointed as a director of a company unless he has been allotted the Director Identification Number under section 154 or any other number as may be prescribed under section 153
No person shall be appointed or shall continue to function as a director of a company unless he has been allotted the Director Identification Number any other number as may be prescribed under section 153 and the said Director Identification Number or the other number is not deactivated or cancelled
The Director should have an active DIN through out his tenure as director
24
Sec 154
DIN
Single provision for allotment of DIN is there
Along with allotment of DIN the person shall also submit
the verification documents
in the prescribed matter
otherwise, the DIN allotted may be deactivated or
cancelled. The Director shall function as director, unless the DIN gets re-activated; The Cancellation of DIN shall lead to vacation of office of Director
New Sub clause
25
Sec 161 (1): Additional directors
The Tenure of Additional Director is upto the date of the next annual general meeting or the last date on which the annual general
meeting should have been held, whichever is earlier.
Proposed tenure: The additional director shall hold office up to the date of the next general meeting or up to a period of three months from the date of his appointment, whichever is earlier
The Proposed amendment has capped the time limit for tenure of Additional Director to three month
26
Sec 161 (4) —Casual vacancy fulfilment of Director
In public company, if the office of any director appointed by the company in general meeting is vacated before his term of office expires in the normal course, that vacancy be filled by the Board of Directors at a meeting of the Board which shall be subsequently approved by members in the immediate next general meeting
In public company, if the office of any Director appointed by the company in general meeting is vacated before his term of office expires in the normal course, then that person appointed by the Board of Directors at a meeting of the Board and the person so appointed shall hold office up to the date of the next general meeting or up to a period of three months from the date of his appointment, whichever is earlier”
The Proposed amendment has capped the time limit for regularisation of appointment of director in casual vacancy by the shareholders to three month
27
Sec 164 (1)(g): Disqualification of Director
A person shall not be eligible for appointment as Director of a Company if: he has been convicted of the offence dealing with related party transactions under section 188 at any time during the last preceding five years;
A person shall not be eligible for appointment as Director of a Company if: he has been convicted of the offence or subjected to penalty for default under section 188 at any time during the last preceding five years;
Penalty for default for related party transaction shall also be proposed to be covered
28
Sec 164(1)(j)-
New clause for
disqualification
He has been an auditor or a secretarial auditor or a cost auditor or a registered valuer or an insolvency
professional
of the company or its holding, subsidiary or associate company
discharging the functions as such under this Act or under the Insolvency and Bankruptcy Code, 2016 during the immediately
preceding three financial years or during the current financial year
He has not been assessed by the Board to be a fit and proper person in accordance with such criteria, as may be prescribed
Stringent the Disqualification of
Director provisions
29
Sec 164(2)(a)- Disqualification for non- filing
Disqualification triggered after 3 consecutive years of non-filing of financial statements or annual returns
Disqualification triggered after 2 consecutive years of non-filing of financial
statements or annual returns
30
Sec 165- Maximum number of
directorships
Maximum of 20 directorships (not
more than 10 in public companies)
Central Government may prescribe a lower maximum for specific classes of companies or
specific classes of directors
Government may prescribed lower limit
31
Sec 167(1)(a, proviso) — Vacation of director’s
office
On incurring Sec 164(2) disqualification, the officer of the company shall vacates all companies except the defaulting company
Office vacates in all companies including the defaulting company after 6 months from the date of disqualification, or on expiry of tenure in that company, whichever is
earlier
The proposed amendment has introduced stringent provisions of disqualification
32
Sec 173(5)- Board Meeting of OPC, Small and Dormant Company
OPC, Small and Dormant company shall be deemed to have complied with the provisions of this section if at least one meeting of the Board of Directors has been conducted in each
half of a calendar year
and the gap between the two
meetings is not less than ninety days
OPC, Small and Dormant company shall be deemed to have complied with the provisions of this section if at least one meeting of the Board of Directors has been conducted in a calendar year.
Proposed amendments provide relaxation for conducting the Board Meeting of OPC, Small and Dormant Company
33
Sec 184(1): Director interest disclosure
Disclosure in the form MBP-1 shall be
required at first board meeting AND at first meeting of every
financial year, plus on any change
Disclosure in the form MBP-1 shall be required at first board meeting AND if there is any change in the disclosure already made.
The Mandatory disclosure in the form of MBP-1 in every first Board Meeting of the FY has been omitted.
34
203A Resignation of a whole- time key managerial personnel (WTKMP), who is not a director- Insertion of new section
Not Earlier
(1) WTKMP, Who is not a Director, may resign from his office by giving notice in writing to the Co. Board shall take note, & file such form & such manner & Such time as may be prescribed
Provided that If Co. Fails, KMP may forward file to Registrar, as may be prescribed
(2) Effective Date of Notice-Date on which notice was received by Co. or date specified, whichever is later Liability of KMP– the KMP shall be liable for the Default even after resignation, during his tenure
The proposed amendments bring the separate section for resignation of KMP who is not a Director
35
Sec 230(1) — NCLT jurisdiction for schemes
Application filed before NCLT having jurisdiction over the relevant company
All applications under Sections 230–233 must be filed before the NCLT having jurisdiction over the transferee/ resultant company; that Bench exercises jurisdiction over all companies involved.
The Proposed amendments bring clarity regarding the filing of application of scheme to NCLT and provide major relaxation to the Company.The Application for the scheme of arrangements will be filed before the NCLT having the jurisdiction over the transferee/ resultant company.
36
Sec 233(1)(b): Fast-track merger: Member approval
Approval by members holding at least 90% of the total number of shares
Approval by a majority in number of members present and voting who hold at least 75% of the value of shares held by members present and voting
Earlier 90% of Total no share held, Now the requirement is Majority of member in number present and holds 75% of value in Share held by such members present and Voting
37
Sec 233(1)(d) — Fast-track merger: creditor approval
Approval by nine- tenths in value of creditors
Approval by at least three- fourths in value of creditors
Proposed amendment has reduced the approval
requirement of creditors-
38
New Sec 233A Treatment of certain share held in the
name of The Company or Trust
No specific provision for transferee companies holding own shares from pre- 2013 mergers
Such shares must be disposed of within 3 years from commencement; if not, shares are
cancelled/ extinguished (deemed reduction of share capital). Penalty: Rs 10,000 per day of default
The Transferee company needs to dispose of shares held in its own name or in trust, within 3 years from the commencement of this act.
39
Section 248. Stike off- Condition
Company not carrying on business for 2 immediately preceding financial
years and not filed for dormant status
Company has not made any significant accounting transaction during the preceding 2 financial years AND current financial year; or has not filed financial statements /annual returns for 2 consecutive financial years preceding the previous
financial year
Additional Ground Added Current Financial Year and not Filed Financial
Statement/ Annual Return
40
Sec 252 — Appeal against strike- off
Person aggrieved may appeal directly to the Tribunal for restoration
First appeal for restoration now lies before the Regional Director; Tribunal jurisdiction retained for higher appeals
Earlier appeal directly filed to Tribunal, Proposed: 1st appeal to RD
and Tribunal Jurisdiction
retained for higher appeal
41
LLP Act Sec 13(1) — IFSC LLP registered office
LLP may have its registered office
anywhere in India
Specified IFSC LLP must maintain its registered office within the IFSC at all times
IFSC LLP maintain RO within the IFSC at all times
42
LLP Act Sec 15(1) — IFSC LLP Name
No such express provisions
Specified IFSC LLP shall suffix IFSC LLP as part of its name
This proposed amendments bring more clarity
43
LLP Act Sec 32(2) — IFSC LLP partner contributions
Monetary value of contribution stated in Indian Rupees
IFSC LLPs must account for and disclose partner
contributions in a permitted foreign currency; existing
IFSC LLPs must convert from INR within a prescribed period; no new INR contributions after commencement
Partner contribution to be in permitted foreign
currency for IFSC LLP
44
New LLP Act Sec 33A — Valuation for LLP contributions
No express application of Companies Act valuation framework to LLPs
Section 247 of the Companies Act (registered valuer framework) applies mutatis mutandis to valuations of partner contributions and LLP
assets/ liabilities
Earlier no such valuation framework in LLP Act.
45
LLP Act Secs 23(2) & 25(2) — AIF/ SEBI- regulated LLP filings
All LLP agreement changes filed with Registrar promptly;
partner changes within 30 days
Prescribed classes (SEBI/ IFSCA-regulated LLPs) need only file changes as prescribed; Partner
changes on annual basis
46
LLP Sec 57A: new section: Conversion from specified trust into LLP
Only firms, private companies, and unlisted public companies could convert to LLP
SEBI/ IFSCA-registered specified trusts (including
AIFs) may convert to LLP; partners of the resultant LLP must be the trustees only;three-fourths investor
consent required;full legal continuity assured
The amendment proposes the conversion of Trust into LLP, with the provision of this Chapter and the Fifth Schedule
Prepared by: CS Gagan Gupta | Assistant Manager | Transaction Square LLP
In case of any query or suggestion pls feel free to contact at: Mobile: 8274915682| Email: gagan.knowles@gmail.com
Disclaimer: The entire contents of this document have been prepared based on relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness, and reliability of the information provided, I assume no responsibility, therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not professional advice and is subject to change without notice. I assume no responsibility for the consequences of the use of such information.

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One Comment

  1. Sunil arya says:

    Thanks for this much needed guidance, Always fascinated by the effort that you put in to help the professional community. People that have you as a mentor are very lucky

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