Companies Act, 2013

An Act to consolidate and amend the law relating to companies.

Sector All SectorsPurpose Corporate & CommercialAct No. 18 of 2013Enacted 29 Aug 2013Ministry Corporate AffairsUpdated till 1st September, 2026

TaxByKK · Laws by Sector · taxbykk.comIndex as on 1st September, 2026

Index of provisions · 48 chapters, 525 sections

I PreliminaryII Incorporation of Company and Matters Incidental TheretoIII Prospectus and Allotment of SecuritiesPart I —Public offerPart II —Private placementIV Share Capital and DebenturesV Acceptance of Deposits by CompaniesVI Registration of ChargesVII Management and AdministrationVIII Declaration and Payment of DividendIX Accounts of CompaniesX Audit and AuditorsXI Appointment and Qualifications of DirectorsXII Meetings of Board and Its PowersXIII Appointment and Remuneration of Managerial PersonnelXIV Inspection, Inquiry and InvestigationXV Compromises, Arrangements and AmalgamationsXVI Prevention of Oppression and MismanagementXVII Registered ValuersXVIII Removal of Names of Companies from the Register of CompaniesXIX Revival and Rehabilitation of Sick CompaniesXX Winding UpPart I —Winding up by the TribunalPart III —Provisions applicable to every mode of winding upPart IV —Official LiquidatorsPart I —Companies authorised to Register under this ActPart II —Winding up of unregistered companiesXXIA Producer CompaniesPart I PreliminaryPart II Incorporation of Producer Companies and Other MattersPart III Management of Producer CompanyPart IV General MeetingsPart V Share Capital and Members RightsPart VI Finance, Accounts and AuditPart VII Loans to Members and InvestmentsPart VIII PenaltiesPart IX Amalgamation, Merger or DivisionPart X Resolution of DisputesPart XI Miscellaneous ProvisionsPart XII Re-conversion of Producer Company to Inter-state Co-operative SocietyXXII Companies Incorporated Outside IndiaXXIII Government CompaniesXXIV Registration Offices and FeesXXV Companies to Furnish Information or StatisticsXXVI NidhisXXVII National Company Law Tribunal and Appellate TribunalXXVIII Special CourtsXXIX Miscellaneous

Chapter I Preliminary2 sections

  1. 1Short title, extent, commencement and application
  2. 2Definitions

Chapter II Incorporation of Company and Matters Incidental Thereto22 sections

  1. 3Formation of company
  2. 3AMembers severally liable in certain cases
  3. 4Memorandum
  4. 5Articles
  5. 6Act to override memorandum, articles, etc
  6. 7Incorporation of company
  7. 8Formation of companies with charitable objects, etc
  8. 9Effect of registration
  9. 10Effect of memorandum and articles
  10. 10ACommencement of business, etc
  11. 11[Omitted]
  12. 12Registered office of company
  13. 13Alteration of memorandum
  14. 14Alteration of articles
  15. 15Alteration of memorandum or articles to be noted in every copy
  16. 16Rectification of name of company
  17. 17Copies of memorandum, articles, etc., to be given to members
  18. 18Conversion of companies already registered
  19. 19Subsidiary company not to hold shares in its holding company
  20. 20Service of documents
  21. 21Authentication of documents, proceedings and contracts
  22. 22Execution of bills of exchange, etc

Chapter III Prospectus and Allotment of Securities0 sections

    Part I – —Public offer

    Part I —Public offer19 sections

    1. 23Public offer and private placement
    2. 24Power of Securities and Exchange Board to regulate issue and transfer of securities, etc
    3. 25Document containing offer of securities for sale to be deemed prospectus
    4. 26Matters to be stated in prospectus
    5. 27Variation in terms of contract or objects in prospectus
    6. 28Offer of sale of shares by certain members of company
    7. 29Public offer of securities to be in dematerialised form
    8. 30Advertisement of prospectus
    9. 31Shelf prospectus
    10. 32Red herring prospectus
    11. 33Issue of application forms for securities
    12. 34Criminal liability for mis-statements in prospectus
    13. 35Civil liability for mis-statements in prospectus
    14. 36Punishment for fraudulently inducing persons to invest money
    15. 37Action by affected persons
    16. 38Punishment for personation for acquisition, etc., of securities
    17. 39Allotment of securities by company
    18. 40Securities to be dealt with in stock exchanges
    19. 41Global depository receipt

    Part II – —Private placement

    Part II —Private placement1 section

    1. 42Issue of shares on private placement basis

    Chapter IV Share Capital and Debentures30 sections

    1. 43Kinds of share capital
    2. 44Nature of shares or debentures
    3. 45Numbering of shares
    4. 46Certificate of shares
    5. 47Voting rights
    6. 48Variation of shareholders’ rights
    7. 49Calls on shares of same class to be made on uniform basis
    8. 50Company to accept unpaid share capital, although not called up
    9. 51Payment of dividend in proportion to amount paid-up
    10. 52Application of premiums received on issue of shares
    11. 53Prohibition on issue of shares at discount
    12. 54Issues of sweat equity shares
    13. 55Issue and redemption of preference shares
    14. 56Transfer and transmission of securities
    15. 57Punishment for personation of shareholder
    16. 58Refusal of registration and appeal against refusal
    17. 59Rectification of register of members
    18. 60Publication of authorised, subscribed and paid-up capital
    19. 61Power of limited company to alter its share capital
    20. 62Further issue of share capital
    21. 63Issue of bonus shares
    22. 64Notice to be given to Registrar for alteration of share capital
    23. 65Unlimited company to provide for reserve share capital on conversion into limited company
    24. 66Reduction of share capital
    25. 67Restrictions on purchase by company or giving of loans by it for purchase of its shares
    26. 68Power of company to purchase its own securities
    27. 69Transfer of certain sums to capital redemption reserve account
    28. 70Prohibition for buy-back in certain circumstances
    29. 71Debentures
    30. 72Power to nominate

    Chapter V Acceptance of Deposits by Companies5 sections

    1. 73Prohibition on acceptance of deposits from public
    2. 74Repayment of deposits, etc., accepted before commencement of this Act
    3. 75Damages for fraud
    4. 76Acceptance of deposits from public by certain companies
    5. 76APunishment for contravention of section 73 or section 76

    Chapter VI Registration of Charges11 sections

    1. 77Duty to register charges, etc
    2. 78Application for registration of charge
    3. 79Section 77 to apply in certain matters
    4. 80Date of notice of charge
    5. 81Register of charges to be kept by Registrar
    6. 82Company to report satisfaction of charge
    7. 83Power of Registrar to make entries of satisfaction and release in absence of intimation from company
    8. 84Intimation of appointment of receiver or manager
    9. 85Company’s register of charges
    10. 86Punishment for contravention
    11. 87Rectification by Central Government in Register of charges

    Chapter VII Management and Administration35 sections

    1. 88Register of members, etc
    2. 89Declaration in respect of beneficial interest in any share
    3. 90Register of significant beneficial owners in a Company
    4. 91Power to close register of members or debenture holders or other security holders
    5. 92Annual return
    6. 93[Omitted]
    7. 94Place of keeping and inspection of registers, returns, etc
    8. 95Registers, etc., to be evidence
    9. 96Annual general meeting
    10. 97Power of Tribunal to call annual general meeting
    11. 98Power of Tribunal to call meetings of members, etc
    12. 99Punishment for default in complying with provisions of sections 96 to 98
    13. 100Calling of extraordinary general meeting
    14. 101Notice of meeting
    15. 102Statement to be annexed to notice
    16. 103Quorum for meetings
    17. 104Chairman of meetings
    18. 105Proxies
    19. 106Restriction on voting rights
    20. 107Voting by show of hands
    21. 108Voting through electronic means
    22. 109Demand for poll
    23. 110Postal ballot
    24. 111Circulation of members’ resolution
    25. 112Representation of President and Governors in meetings
    26. 113Representation of corporations at meeting of companies and of creditors
    27. 114Ordinary and special resolutions
    28. 115Resolutions requiring special notice
    29. 116Resolutions passed at adjourned meeting
    30. 117Resolutions and agreements to be filed
    31. 118Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot
    32. 119Inspection of minute-books of general meeting
    33. 120Maintenance and inspection of documents in electronic form
    34. 121Report on annual general meeting
    35. 122Applicability of this Chapter to One Person Company

    Chapter VIII Declaration and Payment of Dividend5 sections

    1. 123Declaration of dividend
    2. 124Unpaid Dividend Account
    3. 125Investor Education and Protection Fund
    4. 126Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares
    5. 127Punishment for failure to distribute dividends

    Chapter IX Accounts of Companies12 sections

    1. 128Books of account, etc., to be kept by company
    2. 129Financial statement
    3. 129APeriodical financial results
    4. 130Re-opening of accounts on court’s or Tribunal’s orders
    5. 131Voluntary revision of financial statements or Board’s report
    6. 132Constitution of National Financial Reporting Authority
    7. 133Central Government to prescribe accounting standards
    8. 134Financial statement, Board’s report, etc
    9. 135Corporate Social Responsibility
    10. 136Right of member to copies of audited financial statement
    11. 137Copy of financial statement to be filed with Registrar
    12. 138Internal Audit

    Chapter X Audit and Auditors10 sections

    1. 139Appointment of auditors
    2. 140Removal, resignation of auditor and giving of special notice
    3. 141Eligibility, qualifications and disqualifications of auditors
    4. 142Remuneration of auditors
    5. 143Powers and duties of auditors and auditing standards
    6. 144Auditor not to render certain services
    7. 145Auditor to sign audit reports, etc
    8. 146Auditors to attend general meeting
    9. 147Punishment for contravention
    10. 148Central Government to specify audit of items of cost in respect of certain companies

    Chapter XI Appointment and Qualifications of Directors24 sections

    1. 149Company to have Board of Directors
    2. 150Manner of selection of independent directors and maintenance of data bank of independent directors
    3. 151Appointment of director elected by small shareholders
    4. 152Appointment of directors
    5. 153Application for allotment of Director Identification Number
    6. 154Allotment of Director Identification Number
    7. 155Prohibition to obtain more than one Director Identification Number
    8. 156Director to intimate Director Identification Number
    9. 157Company to inform Director Identification Number to Registrar
    10. 158Obligation to indicate Director Identification Number
    11. 159Penalty for default of certain provisions
    12. 160Right of persons other than retiring directors to stand for directorship
    13. 161Appointment of additional director, alternate director and nominee director
    14. 162Appointment of directors to be voted individually
    15. 163Option to adopt principle of proportional representation for appointment of directors
    16. 164Disqualifications for appointment of director
    17. 165Number of directorships
    18. 166Duties of directors
    19. 167Vacation of office of director
    20. 168Resignation of director
    21. 169Removal of directors
    22. 170Register of directors and key managerial personnel and their shareholding
    23. 171Members’ right to inspect
    24. 172Penalty

    Chapter XII Meetings of Board and Its Powers23 sections

    1. 173Meetings of Board
    2. 174Quorum for meetings of Board
    3. 175Passing of resolution by circulation
    4. 176Defects in appointment of directors not to invalidate actions taken
    5. 177Audit committee
    6. 178Nomination and Remuneration Committee and Stakeholders Relationship Committee
    7. 179Powers of Board
    8. 180Restrictions on powers of Board
    9. 181Company to contribute to bona fide and charitable funds, etc
    10. 182Prohibitions and restrictions regarding political contributions
    11. 183Power of Board and other persons to make contributions to national defence fund, etc
    12. 184Disclosure of interest by director
    13. 185Loan to directors, etc
    14. 186Loan and investment by company
    15. 187Investments of company to be held in its own name
    16. 188Related party transactions
    17. 189Register of contracts or arrangements in which directors are interested
    18. 190Contract of employment with managing or whole-time directors
    19. 191Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares
    20. 192Restriction on non-cash transactions involving directors
    21. 193Contract by One Person Company
    22. 194[Omitted]
    23. 195[Omitted]

    Chapter XIII Appointment and Remuneration of Managerial Personnel10 sections

    1. 196Appointment of managing director, whole-time director or manager
    2. 197Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits
    3. 198Calculation of profits
    4. 199Recovery of remuneration in certain cases
    5. 200Central Government or company to fix limit with regard to remuneration
    6. 201Forms of, and procedure in relation to, certain applications
    7. 202Compensation for loss of office of managing or whole-time director or manager
    8. 203Appointment of key managerial personnel
    9. 204Secretarial audit for bigger companies
    10. 205Functions of company secretary

    Chapter XIV Inspection, Inquiry and Investigation24 sections

    1. 206Power to call for information, inspect books and conduct inquiries
    2. 207Conduct of inspection and inquiry
    3. 208Report on inspection made
    4. 209Search and seizure
    5. 210Investigation into affairs of company
    6. 211Establishment of Serious Fraud Investigation Office
    7. 212Investigation into affairs of company by Serious Fraud Investigation Office
    8. 213Investigation into company’s affairs in other cases
    9. 214Security for payment of costs and expenses of investigation
    10. 215Firm, body corporate or association not to be appointed as inspector
    11. 216Investigation of ownership of company
    12. 217Procedure, powers, etc., of inspectors
    13. 218Protection of employees during investigation
    14. 219Power of inspector to conduct investigation into affairs of related companies, etc
    15. 220Seizure of documents by inspector
    16. 221Freezing of assets of company on inquiry and investigation
    17. 222Imposition of restrictions upon securities
    18. 223Inspector’s report
    19. 224Actions to be taken in pursuance of inspector’s report
    20. 225Expenses of investigation
    21. 226Voluntary winding up of company, etc., not to stop investigation proceedings
    22. 227Legal advisers and bankers not to disclose certain information
    23. 228Investigation, etc., of foreign companies
    24. 229Penalty for furnishing false statement, mutilation, destruction of documents

    Chapter XV Compromises, Arrangements and Amalgamations11 sections

    1. 230Power to compromise or make arrangements with creditors and members
    2. 231Power to Tribunal to enforce compromise or arrangement
    3. 232Merger and amalgamation of companies
    4. 233Merger or amalgamation of certain companies
    5. 234Merger or amalgamation of company with foreign company
    6. 235Power to acquire shares of shareholders dissenting from scheme or contract approved by majority
    7. 236Purchase of minority shareholding
    8. 237Power of Central Government to provide for amalgamation of companies in public interest
    9. 238Registration of offer of schemes involving transfer of shares
    10. 239Preservation of books and papers of amalgamated companies
    11. 240Liability of officers in respect of offences committed prior to merger, amalgamation, etc

    Chapter XVI Prevention of Oppression and Mismanagement6 sections

    1. 241Application to Tribunal for relief in cases of oppression, etc
    2. 242Powers of Tribunal
    3. 243Consequence of termination or modification of certain agreements
    4. 244Right to apply under section 241
    5. 245Class action
    6. 246Application of certain provisions to proceedings under section 241 or section 245

    Chapter XVII Registered Valuers1 section

    1. 247Valuation by registered valuers

    Chapter XVIII Removal of Names of Companies from the Register of Companies5 sections

    1. 248Power of Registrar to remove name of company from register of companies
    2. 249Restrictions on making application under section 248 in certain situations
    3. 250Effect of company notified as dissolved
    4. 251Fraudulent application for removal of name
    5. 252Appeal to Tribunal

    Chapter XIX Revival and Rehabilitation of Sick Companies17 sections

    1. 253[Omitted]
    2. 254[Omitted]
    3. 255[Omitted]
    4. 256[Omitted]
    5. 257[Omitted]
    6. 258[Omitted]
    7. 259[Omitted]
    8. 260[Omitted]
    9. 261[Omitted]
    10. 262[Omitted]
    11. 263[Omitted]
    12. 264[Omitted]
    13. 265[Omitted]
    14. 266[Omitted]
    15. 267[Omitted]
    16. 268[Omitted]
    17. 269[Omitted]

    Chapter XX Winding Up1 section

    1. 270Winding up by Tribunal

    Part I – —Winding up by the Tribunal

    Part I —Winding up by the Tribunal53 sections

    1. 271Circumstances in which company may be wound up by Tribunal
    2. 272Petition for winding up
    3. 273Powers of Tribunal
    4. 274Directions for filing statement of affairs
    5. 275Company Liquidators and their appointments
    6. 276Removal and replacement of liquidator
    7. 277Intimation to Company Liquidator, provisional liquidator and Registrar
    8. 278Effect of winding up order
    9. 279Stay of suits, etc., on winding up order
    10. 280Jurisdiction of Tribunal
    11. 281Submission of report by Company Liquidator
    12. 282Directions of Tribunal on report of Company Liquidator
    13. 283Custody of company’s properties
    14. 284Promoters, directors, etc., to cooperate with Company Liquidator
    15. 285Settlement of list of contributories and application of assets
    16. 286Obligations of directors and managers
    17. 287Advisory Committee
    18. 288Submission of periodical reports to Tribunal
    19. 289[Omitted]
    20. 290Powers and duties of Company Liquidator
    21. 291Provision for professional assistance to Company Liquidator
    22. 292Exercise and control of Company Liquidator’s powers
    23. 293Books to be kept by Company Liquidator
    24. 294Audit of Company Liquidator’s accounts
    25. 295Payment of debts by contributory and extent of set-off
    26. 296Power of Tribunal to make calls
    27. 297Adjustment of rights of contributories
    28. 298Power to order costs
    29. 299Power to summon persons suspected of having property of company, etc
    30. 300Power to order examination of promoters, directors, etc
    31. 301Arrest of person trying to leave India or abscond
    32. 302Dissolution of company by Tribunal
    33. 303Appeals from orders made before commencement of Act.[Omitted]
    34. 304[Omitted]
    35. 305[Omitted]
    36. 306[Omitted]
    37. 307[Omitted]
    38. 308[Omitted]
    39. 309[Omitted]
    40. 310[Omitted]
    41. 311[Omitted]
    42. 312[Omitted]
    43. 313[Omitted]
    44. 314[Omitted]
    45. 315[Omitted]
    46. 316[Omitted]
    47. 317[Omitted]
    48. 318[Omitted]
    49. 319[Omitted]
    50. 320[Omitted]
    51. 321[Omitted]
    52. 322[Omitted]
    53. 323[Omitted]

    Part III – —Provisions applicable to every mode of winding up

    Part III —Provisions applicable to every mode of winding up35 sections

    1. 324Debts of all descriptions to be admitted to proof
    2. 325[Omitted]
    3. 326Overriding preferential payments
    4. 327Preferential payments
    5. 328Fraudulent preference
    6. 329Transfers not in good faith to be void
    7. 330Certain transfers to be void
    8. 331Liabilities and rights of certain persons fraudulently preferred
    9. 332Effect of floating charge
    10. 333Disclaimer of onerous property
    11. 334Transfers, etc., after commencement of winding up to be void
    12. 335Certain attachments, executions, etc., in winding up by Tribunal to be void
    13. 336Offences by officers of companies in liquidation
    14. 337Penalty for frauds by officers
    15. 338Liability where proper accounts not kept
    16. 339Liability for fraudulent conduct of business
    17. 340Power of Tribunal to assess damages against delinquent directors, etc
    18. 341Liability under sections 339 and 340 to extend to partners or directors in firms or companies
    19. 342Prosecution of delinquent officers and members of company
    20. 343Company Liquidator to exercise certain powers subject to sanction
    21. 344Statement that company is in liquidation
    22. 345Books and papers of company to be evidence
    23. 346Inspection of books and papers by creditors and contributories
    24. 347Disposal of books and papers of company
    25. 348Information as to pending liquidations
    26. 349Official Liquidator to make payments into public account of India
    27. 350Company Liquidator to deposit monies into scheduled bank
    28. 351Liquidator not to deposit monies into private banking account
    29. 352Company Liquidation Dividend and Undistributed Assets Account
    30. 353Liquidator to make returns, etc
    31. 354Meetings to ascertain wishes of creditors or contributories
    32. 355Court, tribunal or person, etc., before whom affidavit may be sworn
    33. 356Power of Tribunal to declare dissolution of company void
    34. 357Commencement of winding up by Tribunal
    35. 358Exclusion of certain time in computing period of limitation

    Part IV – —Official Liquidators

    Part IV —Official Liquidators7 sections

    1. 359Appointment of Official Liquidator
    2. 360Powers and functions of Official Liquidator
    3. 361Summary procedure for liquidation
    4. 362Sale of assets and recovery of debts due to company
    5. 363Settlement of claims of creditors by Official Liquidator
    6. 364Appeal by creditor
    7. 365Order of dissolution of company

    Part I – —Companies authorised to Register under this Act

    Part I —Companies authorised to Register under this Act9 sections

    1. 366Companies capable of being registered
    2. 367Certificate of registration of existing companies
    3. 368Vesting of property on registration
    4. 369Saving of existing liabilities
    5. 370Continuation of pending legal proceedings
    6. 371Effect of registration under this Part
    7. 372Power of Court to stay or restrain proceedings
    8. 373Suits stayed on winding up order
    9. 374Obligations of companies registering under this Part

    Part II – —Winding up of unregistered companies

    Part II —Winding up of unregistered companies4 sections

    1. 375Winding up of unregistered companies
    2. 376Power to wind up foreign companies although dissolved
    3. 377Provisions of Chapter cumulative
    4. 378Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases

    Chapter XXIA Producer Companies0 sections

      Part I – Preliminary

      Part I Preliminary1 section

      1. 378ADefinitions

      Part II – Incorporation of Producer Companies and Other Matters

      Part II Incorporation of Producer Companies and Other Matters13 sections

      1. 378BObjects of producer company
      2. 378CFormation of Producer Company and its registration
      3. 378DMembership and voting rights of Members of Producer Company
      4. 378EBenefits to Members
      5. 378FMemorandum of Producer Company
      6. 378GArticles of association
      7. 378HAmendment of memorandum
      8. 378-IAmendment of articles
      9. 378JOption to inter-State co-operative societies to become Producer Companies
      10. 378KEffect of incorporation of Producer Company
      11. 378LVesting of undertaking in Producer Company
      12. 378MConcession, etc., to be deemed to have been granted to Producer Company
      13. 378NProvisions in respect of officers and other employees of inter-State co-operative society

      Part III – Management of Producer Company

      Part III Management of Producer Company12 sections

      1. 378-ONumber of directors
      2. 378PAppointment of directors
      3. 378QVacation of office by directors
      4. 378RPowers and functions of Board
      5. 378SMatters to be transacted at general meeting
      6. 378TLiability of directors
      7. 378UCommittee of directors
      8. 378VMeetings of Board and quorum
      9. 378WChief Executive and his functions
      10. 378XSecretary of Producer Company
      11. 378YQuorum
      12. 378ZVoting rights

      Part IV – General Meetings

      Part IV General Meetings1 section

      1. 378ZAAnnual general meetings

      Part V – Share Capital and Members Rights

      Part V Share Capital and Members Rights3 sections

      1. 378ZBShare capital
      2. 378ZCSpecial user rights
      3. 378ZDTransferability of shares and attendant rights

      Part VI – Finance, Accounts and Audit

      Part VI Finance, Accounts and Audit6 sections

      1. 378ZEBooks of account
      2. 378ZFInternal audit
      3. 378ZGDuties of auditor under this Chapter
      4. 378ZHDonation or subscription by Producer Company
      5. 378Z-IGeneral and other reserves
      6. 378ZJIssue of bonus shares

      Part VII – Loans to Members and Investments

      Part VII Loans to Members and Investments2 sections

      1. 378ZKLoan, etc., to Members
      2. 378ZLInvestment in other companies, formation of subsidiaries, etc

      Part VIII – Penalties

      Part VIII Penalties1 section

      1. 378ZMPenalty for contravention

      Part IX – Amalgamation, Merger or Division

      Part IX Amalgamation, Merger or Division1 section

      1. 378ZNAmalgamation, merger or division, etc., to form new Producer Companies

      Part X – Resolution of Disputes

      Part X Resolution of Disputes1 section

      1. 378Z-ODisputes

      Part XI – Miscellaneous Provisions

      Part XI Miscellaneous Provisions3 sections

      1. 378ZPStrike off name of Producer Company
      2. 378ZQProvisions of this Chapter to override other laws
      3. 378ZRApplication of provisions relating to private companies

      Part XII – Re-conversion of Producer Company to Inter-state Co-operative Society

      Part XII Re-conversion of Producer Company to Inter-state Co-operative Society3 sections

      1. 378ZSRe-conversion of Producer Company to inter-State co-operative society
      2. 378ZTPower to modify Act in its application to Producer Companies
      3. 378ZUPower to make rules

      Chapter XXII Companies Incorporated Outside India15 sections

      1. 379Application of Act to foreign companies
      2. 380Documents, etc., to be delivered to Registrar by foreign companies
      3. 381Accounts of foreign company
      4. 382Display of name, etc., of foreign company
      5. 383Service on foreign company
      6. 384Debentures, annual return, registration of charges, books of account and their inspection
      7. 385Fee for registration of documents
      8. 386Interpretation
      9. 387Dating of prospectus and particulars to be contained therein
      10. 388Provisions as to expert’s consent and allotment
      11. 389Registration of prospectus
      12. 390Offer of Indian Depository Receipts
      13. 391Application of sections 34 to 36 and Chapter XX
      14. 392Punishment for contravention
      15. 393Company’s failure to comply with provisions of this Chapter not to affect validity of contracts, etc

      Chapter XXIII Government Companies2 sections

      1. 394Annual reports on Government companies
      2. 395Annual reports where one or more State Governments are members of companies

      Chapter XXIV Registration Offices and Fees9 sections

      1. 396Registration offices
      2. 397Admissibility of certain documents as evidence
      3. 398Provisions relating to filing of applications, documents, inspection, etc., in electronic form
      4. 399Inspection, production and evidence of documents kept by Registrar
      5. 400Electronic form to be exclusive, alternative or in addition to physical form
      6. 401Provision of value added services through electronic form
      7. 402Application of provisions of Information Technology Act, 2000
      8. 403Fee for filing, etc
      9. 404Fees, etc., to be credited into public account

      Chapter XXV Companies to Furnish Information or Statistics1 section

      1. 405Power of Central Government to direct companies to furnish information or statistics

      Chapter XXVI Nidhis1 section

      1. 406Provision relating to Nidhis and its application, etc

      Chapter XXVII National Company Law Tribunal and Appellate Tribunal29 sections

      1. 407Definitions
      2. 408Constitution of National Company Law Tribunal
      3. 409Qualification of President and Members of Tribunal
      4. 410Constitution of Appellate Tribunal
      5. 411Qualifications of Chairperson and members of Appellate Tribunal
      6. 412Selection of Members of Tribunal and Appellate Tribunal
      7. 413Term of office of President, Chairperson and other Members
      8. 414Salary, allowances and other terms and conditions of service of Members
      9. 415Acting President and Chairperson of Tribunal or Appellate Tribunal
      10. 416Resignation of Members
      11. 417Removal of Members
      12. 417ASelection, qualifications, conditions of service, allowances, etc
      13. 418Staff of Tribunal and Appellate Tribunal
      14. 419Benches of Tribunal
      15. 420Orders of Tribunal
      16. 421Appeal from orders of Tribunal
      17. 422Expeditious disposal by Tribunal and Appellate Tribunal
      18. 423Appeal to Supreme Court
      19. 424Procedure before Tribunal and Appellate Tribunal
      20. 425Power to punish for contempt
      21. 426Delegation of powers
      22. 427President, Members, officers, etc., to be public servants
      23. 428Protection of action taken in good faith
      24. 429Power to seek assistance of Chief Metropolitan Magistrate, etc
      25. 430Civil court not to have jurisdiction
      26. 431Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings
      27. 432Right to legal representation
      28. 433Limitation
      29. 434Transfer of certain pending proceedings

      Chapter XXVIII Special Courts14 sections

      1. 435Establishment of Special Courts
      2. 436Offences triable by Special Courts
      3. 437Appeal and revision
      4. 438Application of Code to proceedings before Special Court
      5. 439Offences to be non-cognizable
      6. 440Transitional provisions
      7. 441Compounding of certain offences
      8. 442Mediation and Conciliation Panel
      9. 443Power of Central Government to appoint company prosecutors
      10. 444Appeal against acquittal
      11. 445Compensation for accusation without reasonable cause
      12. 446Application of fines
      13. 446AFactors for determining level of punishment
      14. 446BLesser penalties for certain companies

      Chapter XXIX Miscellaneous25 sections

      1. 447Punishment for fraud
      2. 448Punishment for false statement
      3. 449Punishment for false evidence
      4. 450Punishment where no specific penalty or punishment is provided
      5. 451Punishment in case of repeated default
      6. 452Punishment for wrongful withholding of property
      7. 453Punishment for improper use of “Limited” or “Private Limited”
      8. 454Adjudication of penalties
      9. 454APenalty for repeated default
      10. 455Dormant company
      11. 456Protection of action taken in good faith
      12. 457Non-disclosure of information in certain cases
      13. 458Delegation by Central Government of its powers and functions
      14. 459Powers of Central Government of Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications
      15. 460Condonation of delay in certain cases
      16. 461Annual report by Central Government
      17. 462Power to exempt class or classes of companies from provisions of this Act
      18. 463Power of court to grant relief in certain cases
      19. 464Prohibition of association or partnership of persons exceeding certain number
      20. 465Repeal of certain enactments and savings
      21. 466Dissolution of Company Law Board and consequential provisions
      22. 467Power of Central Government to amend Schedules
      23. 468Power of Central Government to make rules relating to winding up
      24. 469Power of Central Government to make rules
      25. 470Power to remove difficulties

      Schedules

      • Schedule I
      • Schedule Ii
      • Schedule Iii
      • Schedule Iv
      • Schedule V
      • Schedule Vi
      • Schedule Vii

      About this Act

      The Companies Act, 2013 is the principal law on the formation, management and closure of companies in India. It replaced the Companies Act, 1956, and covers everything from incorporation and capital raising to accounts, audit, board governance, restructuring and winding up.

      The Act sets up or provides for several bodies: the National Company Law Tribunal and its Appellate Tribunal (Chapter XXVII), the National Financial Reporting Authority (section 132), the Serious Fraud Investigation Office (section 211) and Special Courts (Chapter XXVIII). The Ministry of Corporate Affairs and the Registrars of Companies administer it.

      The index runs from Chapter I to Chapter XXIX, with a separate Chapter XXIA on producer companies and seven Schedules. Many sections, including the whole of Chapter XIX on sick companies, now stand omitted, largely because insolvency matters moved to the Insolvency and Bankruptcy Code, 2016.

      Who it applies to

      • All companies registered in India, including private, public, one person, Section 8 and producer companies
      • Foreign companies with a place of business in India (Chapter XXII)
      • Directors, key managerial personnel and promoters
      • Statutory, internal, cost and secretarial auditors, and registered valuers
      • Government companies, Nidhis and liquidators

      Good to know

      Key chapters
      Chapter II (incorporation), Chapter III (prospectus and allotment), Chapter IX (accounts and CSR), Chapter X (audit), Chapters XI to XIII (directors, board and managerial personnel) and Chapter XV (compromises and mergers).
      Amended by
      The Companies (Amendment) Act, 2015, the Companies (Amendment) Act, 2017 (Act 1 of 2018), the Companies (Amendment) Acts of 2019 and 2020, the Insolvency and Bankruptcy Code, 2016 and the Tribunals Reforms Act, 2021, among others.

      Frequently asked questions

      Which section deals with Corporate Social Responsibility?

      Section 135, in Chapter IX.

      Which section governs related party transactions?

      Section 188, in Chapter XII.

      Where are the rules on appointment of auditors?

      Section 139, in Chapter X. Eligibility and disqualifications of auditors are in section 141.

      Which section covers relief against oppression and mismanagement?

      Section 241, in Chapter XVI; class action is under section 245.

      Which section deals with mergers and amalgamations?

      Section 232; fast-track mergers of certain companies are under section 233 and cross-border mergers under section 234.