Companies Act 2013: All Sections List

The Companies Act, 2013 shifted Indian corporate law toward stronger governance, transparency, and accountability. Its key features include:

• One Person Company (OPC): Sections 2(62) and 3 allow a single individual to establish a company with limited liability, offering an alternative to sole proprietorship.
• Corporate Social Responsibility (CSR): Section 135 requires companies meeting any one threshold of ₹500 crore net worth, ₹1,000 crore turnover, or ₹5 crore net profit to spend at least 2% of their average net profits from the three preceding financial years on CSR activities.
• Independent and woman directors: Section 149 requires listed public companies to have independent directors comprising at least one-third of the board and mandates at least one woman director for prescribed classes of companies. Section 166 codifies directors’ duties.
• Rotation of auditors: Section 139 requires prescribed companies to rotate auditors, limiting tenure to five consecutive years for individual auditors and ten for audit firms, subject to applicable provisions.
• Small company classification: The Companies (Specification of Definition Details) Amendment Rules, 2025, notified through G.S.R. 880(E) on December 1, 2025, raised the paid-up capital threshold for a small company from ₹4 crore to ₹10 crore and its turnover threshold from ₹40 crore to ₹100 crore. This change allows more eligible companies to qualify as small companies and access the compliance relaxations available under the Act, subject to the applicable exclusions and conditions.
• National Financial Reporting Authority (NFRA): Section 132 establishes the NFRA to oversee accounting and auditing standards, compliance, and auditor conduct within its statutory jurisdiction.
• Class action suits: Section 245 allows eligible members or depositors to bring collective proceedings against companies, directors, auditors, and other responsible parties for specified wrongful conduct.
• Specialized adjudication (NCLT and NCLAT): Chapter XXVII provides for the National Company Law Tribunal (NCLT) and its appellate tribunal (NCLAT) to decide company law matters and appeals, replacing the Company Law Board and taking over specified matters from other forums.
• Mergers, amalgamations, and restructuring: Chapter XV (Sections 230–240) governs compromises, arrangements, and amalgamations. Sections 233 and 234 provide for fast-track mergers and cross-border mergers, respectively, subject to applicable conditions.
• Serious-fraud enforcement: Section 211 establishes the Serious Fraud Investigation Office (SFIO) on a statutory footing, while Section 447 defines fraud and prescribes penalties.
• Registered valuers: Section 247 requires prescribed valuations of company property, shares, and assets to be conducted by registered valuers, supporting independent and reliable assessments.
• Producer Companies: Chapter XXIA (Sections 378A–378ZU) provides a dedicated framework for producer companies formed by primary producers, such as farmers, for activities including production, procurement, and marketing.
• Electronic governance: The Act supports electronic filing, digital signatures, and electronic recordkeeping, forming the basis of the MCA’s online compliance system.
• Significant beneficial ownership: Section 90 requires companies to disclose individuals who ultimately hold or exercise significant ownership or control. Amendments in 2017 and 2020 strengthened these disclosure requirements.

The Act is administered through a layered structure of ministries, authorities, and tribunals, each with a defined role:

• Ministry of Corporate Affairs (MCA): The nodal ministry responsible for administering the Act and its rules and framing corporate policy. It also operates the MCA21 electronic filing system through which companies submit statutory forms and meet compliance requirements.
• Registrar of Companies (ROC): State-administered MCA offices responsible for incorporating companies and LLPs, maintaining company records, and receiving statutory filings. Each company falls under the jurisdiction of the ROC responsible for its registered office location.
• Regional Directors (RDs): Supervise ROCs within their respective regions and exercise powers delegated under the Act. These include deciding specified applications relating to amalgamations, condonation of delays, and compounding of certain offenses.
• National Company Law Tribunal (NCLT): The quasi-judicial body established under Chapter XXVII to decide company law matters, including oppression and mismanagement, mergers and arrangements, and class actions. It also handles corporate insolvency proceedings under the Insolvency and Bankruptcy Code, 2016, and replaced the erstwhile Company Law Board.
• National Company Law Appellate Tribunal (NCLAT): Hears appeals against NCLT orders and specified NFRA orders. Further appeals may lie to the Supreme Court, subject to applicable statutory provisions.
• National Financial Reporting Authority (NFRA): Established under Section 132, it oversees accounting and auditing standards and monitors compliance. It also investigates professional misconduct by auditors and audit firms within its statutory jurisdiction.
• Serious Fraud Investigation Office (SFIO): The specialized investigation agency established under Section 211 to investigate serious corporate fraud. It can exercise statutory powers, including arrest in specified cases under Section 212, subject to applicable legal requirements.
• Investor Education and Protection Fund (IEPF) Authority: Administers the Investor Education and Protection Fund under Section 125. It also handles eligible refund claims for unclaimed dividends, matured deposits, and other amounts transferred to the fund under applicable provisions and rules.

A major overhaul of the Companies Act, 2013 and the LLP Act, 2008 is under way, but it has not yet become law. The Corporate Laws (Amendment) Bill, 2026, was introduced in the Lok Sabha on March 23, 2026, and referred to a Joint Parliamentary Committee (JPC), which presented its report on August 3, 2026. Parliament did not pass the Bill before the Monsoon Session was adjourned on August 13, 2026. As of October 2026, none of its provisions are in effect, and the existing provisions on this page continue to apply until enactment and notification. The Bill’s key proposals include:

• Small company thresholds: Raising the limits from ₹10 crore in paid-up capital and ₹100 crore in turnover to ₹20 crore and ₹200 crore, respectively.
• CSR trigger: Raising the net-profit threshold under Section 135 from ₹5 crore to ₹10 crore and extending the deadline to transfer unspent CSR funds from 30 to 90 days.
• Virtual and hybrid AGMs: Allowing general meetings in physical, virtual, or hybrid formats, with at least one physical AGM every three years.
• Auditor exemption: Exempting prescribed classes of companies from appointing an auditor. The JPC recommended restricting this exemption to private companies.
• NFRA powers: Authorizing the National Financial Reporting Authority (NFRA) to issue advisories, censures, and warnings.
• Valuation Authority: Designating the Insolvency and Bankruptcy Board of India (IBBI) as the Valuation Authority, responsible for registering valuers and recommending valuation standards.
• Employee share schemes: Recognizing Restricted Stock Units (RSUs) and Stock Appreciation Rights (SARs) alongside ESOPs under Section 62.

The Act is organized into 29 chapters (plus Chapter XXIA on Producer Companies, inserted later) running from Section 1 to Section 470, followed by 7 schedules. The full section list, chapter-wise, is below:

Chapter I — Preliminary (Sections 1–2)

This chapter sets out the Act’s title, extent, and commencement, and defines the key terms used throughout the legislation.

Chapter II — Incorporation of Company and Matters Incidental Thereto (Sections 3–22)

This chapter governs how a company is formed and registered, along with incidental matters such as its memorandum, articles, registered office, name, and conversion.

For a detailed guide on converting a private company into a public company, see Section 18 of the Companies Act.

Chapter III — Prospectus and Allotment of Securities (Sections 23–42)

This chapter regulates how companies raise capital by offering securities to the public or through private placement, including prospectus content and the civil and criminal liabilities for misstatements:

Chapter IV — Share Capital and Debentures (Sections 43–72)

This chapter deals with the kinds of share capital and the issue, transfer, and alteration of shares and debentures in company law, including sweat equity, bonus issues, buy-back, and reduction of capital.

Chapter V — Acceptance of Deposits by Companies (Sections 73–76A)

This chapter lays down the conditions and restrictions under which companies may accept, repay, and be penalized in relation to deposits from members and the public.

Chapter VI — Registration of Charges (Sections 77–87)

This chapter requires companies to register charges created on their assets, report their satisfaction, and maintain a register of charges.

Chapter VII — Management and Administration (Sections 88–122)

This chapter covers a company’s registers and annual return, the conduct of general meetings, voting and resolutions, minutes, and related record-keeping obligations.

For the different ways members can vote at general meetings, check out the guide on different methods of voting in a company.

Chapter VIII — Declaration and Payment of Dividend (Sections 123–127)

This chapter sets out how dividends are declared and paid, the treatment of unpaid dividends, and the transfer of unclaimed amounts to the Investor Education and Protection Fund.

Chapter IX — Accounts of Companies (Sections 128–138)

This chapter governs the maintenance of books of account, the preparation and filing of financial statements, accounting standards, CSR, and internal audit.

Chapter X — Audit and Auditors (Sections 139–148)

This chapter deals with the appointment, rotation, removal, eligibility, powers, and duties of auditors, and with cost audit.

Chapter XI — Appointment and Qualifications of Directors (Sections 149–172)

This chapter governs the composition of the Board, including independent and woman directors, the appointment and qualification of directors, DIN, directors’ duties, disqualifications, and removal.

Chapter XII — Meetings of Board and Its Powers (Sections 173–195)

This chapter covers Board and committee meetings, the powers and restrictions of the Board, disclosure of interest, loans to directors, related party transactions, and non-cash transactions involving directors.

Chapter XIII — Appointment and Remuneration of Managerial Personnel (Sections 196–205)

This chapter deals with the appointment and remuneration of managing directors, whole-time directors, and managers, key managerial personnel, and secretarial audit.

Chapter XIV — Inspection, Inquiry and Investigation (Sections 206–229)

This chapter sets out the powers to inspect and inquire into a company’s affairs, the role of the Serious Fraud Investigation Office, and the conduct, powers, and consequences of investigations.

Chapter XV — Compromises, Arrangements and Amalgamations (Sections 230–240)

This chapter governs schemes of compromise and arrangement, mergers and amalgamations (including fast-track and cross-border mergers), and the purchase of minority shareholding.

Chapter XVI — Prevention of Oppression and Mismanagement (Sections 241–246)

This chapter provides the remedies for oppression and mismanagement, including applications to the Tribunal and class action suits.

Chapter XVII — Registered Valuers (Section 247)

This chapter provides for the valuation of a company’s assets, shares, or other property by registered valuers.

Chapter XVIII — Removal of Names of Companies from the Register of Companies (Sections 248–252)

This chapter sets out how the Registrar may strike off a company’s name, the restrictions on such applications, and the appeal to the Tribunal.

Chapter XIX — Revival and Rehabilitation of Sick Companies (Sections 253–269)

This entire chapter was omitted by the Insolvency and Bankruptcy Code, 2016; the revival and rehabilitation of sick companies is now dealt with under the IBC rather than the Companies Act. The sections, as originally enacted, were:

Chapter XX — Winding Up (Sections 270–365)

This chapter governs the winding up of companies by the Tribunal and the provisions applicable to every mode of winding up. The Insolvency and Bankruptcy Code, 2016 reshaped it significantly by substituting several provisions and omitting the voluntary winding-up provisions, which are now handled under the IBC.

Part I — Winding up by the Tribunal

This part covers the grounds, petition, and procedure for winding up a company by the Tribunal, including the appointment, powers, and duties of the Company Liquidator.

Part II — Voluntary Winding Up (Sections 304–323)

This part was entirely omitted by the IBC 2016; voluntary winding up is now governed by the Insolvency and Bankruptcy Code, 2016.

Part III — Provisions Applicable to Every Mode of Winding Up

This part sets out the rules common to all winding-up proceedings, including the priority of debts, fraudulent preferences, offences during liquidation, and the handling of a company’s books and assets.

Part IV — Official Liquidators

This part provides for the appointment and functions of Official Liquidators and the summary procedure for liquidation.

Note: Beyond the substitutions and omissions flagged above, the IBC 2016 also made partial amendments to sections 275, 327, 336, 337, 342, 343, 347, and 348. These sections remain, but some subsections were revised.

Chapter XXI — Companies Authorized to Register Under This Act (Sections 366–378)

This chapter allows existing entities (such as partnerships and other bodies) to register as companies under the Act, and deals with the winding up of unregistered companies.

Part I — Companies Authorized to Register Under this Act

This part sets out how existing entities, such as partnerships and other bodies, can register as companies under the Act and the effect of that registration.

Part II — Winding up of unregistered companies

This part deals with the winding up of unregistered companies and certain foreign companies.

Chapter XXIA — Producer Companies (Sections 378A–378ZU)

This chapter, inserted by the Companies (Amendment) Act, 2020, provides a dedicated framework for producer companies. This includes entities formed by primary producers (such as farmers) for production, procurement, and marketing.

Chapter XXII — Companies Incorporated Outside India (Sections 379–393A)

This chapter governs foreign companies operating in India: their registration, filings, accounts, and the offer of securities such as Indian Depository Receipts.

Chapter XXIII — Government Companies (Sections 394–395)

This chapter requires annual reports on the working and affairs of Government companies to be placed before Parliament or the State Legislature.

Chapter XXIV — Registration Offices and Fees (Sections 396–404)

This chapter deals with registration offices, electronic filing, the admissibility of documents, and the fees payable under the Act.

Chapter XXV — Companies to Furnish Information or Statistics (Section 405)

This chapter empowers the Central Government to require companies to furnish information or statistics about their constitution or working.

Chapter XXVI — Nidhis (Section 406)

This chapter empowers the Central Government to modify the Act in its application to Nidhi companies.

Chapter XXVII — National Company Law Tribunal and Appellate Tribunal (Sections 407–434)

This chapter constitutes the NCLT and NCLAT, and sets out their composition, powers, procedure, appeals, and the transfer of pending proceedings.

Chapter XXVIII — Special Courts (Sections 435–446B)

This chapter establishes Special Courts for the trial of offences under the Act, and provides for compounding of offences and mediation.

Chapter XXIX — Miscellaneous (Sections 447–470)

This chapter contains the Act’s general provisions, including the definition and punishment of fraud, adjudication of penalties, dormant companies, condonation of delay, exemptions, the repeal of earlier enactments, and rule-making powers.

The Companies Act, 2013 contains seven schedules that provide prescribed formats, accounting requirements, governance guidelines, and other details supporting its main provisions. These are:

The Companies Act, 2013 forms the backbone of corporate regulation in India, governing company formation, management, corporate governance, share capital, fundraising, financial reporting, audits, mergers and acquisitions, restructuring, and closure while defining the responsibilities of those who run companies. Its significance lies not just in its provisions but in the shift from a largely procedural framework to one focused on governance, disclosure, and accountability. Institutions such as the NCLT, NFRA, and SFIO support its implementation and enforcement.