Companies Act 2013
Primary statute governing Indian companies. Successor to the Companies Act 1956. Distinguishes private, public, OPC, Section 8, with chapter-wise compliance.
The Companies Act 2013 is the principal statute governing the incorporation, regulation, governance, and winding-up of companies in India. It replaced the Companies Act 1956 in a phased manner from 2013 onwards and is administered by the Ministry of Corporate Affairs (MCA).
Structure:
29 Chapters · 470 Sections · 7 Schedules. Supplemented by the Companies Rules 2014 (a series of subordinate legislations — Companies (Incorporation) Rules, (Share Capital and Debentures) Rules, (Meetings of Board and its Powers) Rules, (Accounts) Rules, (Audit and Auditors) Rules, etc.).
Key changes vs the 1956 Act:
- One Person Company (OPC) introduced as a new entity form (Section 2(62)).
- Class Action suits by members and depositors (Section 245).
- Mandatory CSR — Section 135 requires CSR spend of 2% of average net profit for companies meeting the ₹500 crore net worth / ₹1,000 crore turnover / ₹5 crore net profit thresholds.
- Independent Directors with statutory definition and code of conduct (Section 149, Schedule IV).
- Audit reforms — rotation of auditors (Section 139(2)), CARO, restricted non-audit services.
- NCLT / NCLAT as adjudicating authority replacing CLB.
- Section 8 companies (not-for-profit) explicitly codified.
Private vs Public Company — quick distinctions:
- Private (Section 2(68)): minimum 2 members, maximum 200; AoA restricts transferability of shares and prohibits public invitation for securities. No minimum paid-up capital after the 2015 amendment.
- Public (Section 2(71)): minimum 7 members, no max; can list on a recognised exchange (subject to SEBI compliance).
- OPC (Section 2(62)): 1 member; mandatory nominee; converts to private if turnover or paid-up capital exceeds prescribed limits.
Frequent amendments:
The Act has been amended in 2015, 2017, 2019, 2020, and through various MCA notifications. The Decriminalisation drive (2020) converted several offences from criminal to civil/in-house adjudication penalties. Stay current — older treatises are misleading.
State / region-wise office of MCA responsible for incorporation, statutory filings, inspection, and enforcement under the Companies Act 2013.
21-character unique ID assigned by MCA to every company at incorporation. Encodes listing status, industry, state, year, and ownership type.
8-digit unique number issued by MCA to every individual proposing to be a director. Mandatory before appointment; PAN-linked; lifelong.
Annual ROC filing of audited financial statements under Section 137. Due within 30 days of the AGM.
Annual return of company filed with ROC. Due within 60 days of AGM. Small companies/OPCs file the abridged MGT-7A.
ICSI's mandatory standard governing notice, agenda, conduct, and recording of Board meetings under Section 118(10) of the Companies Act 2013.
ICSI's mandatory standard governing AGMs and EGMs — notice, quorum, voting, poll, and minutes. Mandatory under Section 118(10).