Governs incorporation, management, governance, audit, CSR, and winding up of companies in India. Administered by Ministry of Corporate Affairs (MCA). NCLT is the adjudicating authority.
Select a topic above or click a quick card below.
OPC, Pvt, Public, LLP
Step-by-step
Appointment, removal
Board, AGM, EGM rules
Mandatory audit rules
Who must spend & how
All e-forms & due dates
Default consequences
MCA portals
Companies in India can be incorporated in various forms under the Companies Act 2013. Each type has different requirements for members, directors, capital, and compliance.
| Type | Min Members | Max Members | Min Directors | Key Feature |
|---|---|---|---|---|
| One Person Company (OPC) Sec 2(62) | 1 | 1 | 1 | Single person company; nominee mandatory at incorporation; voluntary conversion to Pvt Ltd allowed anytime (mandatory conversion removed by Companies Amendment Act 2021) |
| Private Limited Company Sec 2(68) | 2 | 200 | 2 | Restricted share transfer; most common startup structure; private placement of shares |
| Public Limited Company Sec 2(71) | 7 | Unlimited | 3 | Shares freely transferable; can be listed on stock exchange; more disclosures required |
| Section 8 Company (NGO) Sec 8 | 2 (Pvt) / 7 (Public) | Per type | 2 / 3 | Formed for charitable purposes; profits must go back to the purpose; no dividend |
| Producer Company Sec 378A | 10 individuals / 2 institutions | Unlimited | 5 | For farmers, producers of primary produce; cooperative-like structure |
| Nidhi Company Sec 406 | 200 within 1 year | — | 3 | Mutual benefit society; borrows and lends only among members |
| Small Company Sec 2(85) — Updated Dec 2025 | Any Private company meeting BOTH: Paid-up capital ≤ ₹10 crore AND Turnover ≤ ₹100 crore (both conditions must be met simultaneously) | Fewer compliances — no cash flow, MGT-7A, 2 board meetings/year | ||
Incorporating a company in India is done entirely online through the MCA21 portal. The process typically takes 7–15 working days.
| Step | What to Do | Form / Portal | Time |
|---|---|---|---|
| 1 | Obtain DSC (Digital Signature Certificate) for all directors | MCA-approved agencies (eMudhra, Sify etc.) | 1–2 days |
| 2 | Apply for DIN (Director Identification Number) or use existing | Included in SPICe+ form | — |
| 3 | Name approval (optional — if using RUN form) or directly in SPICe+ | RUN (Reserve Unique Name) or SPICe+ | 1–3 days |
| 4 | File SPICe+ (Simplified Proforma for Incorporating Company Electronically) | SPICe+ (Form INC-32) on MCA portal | 3–7 days |
| 5 | Draft MoA (Memorandum of Association) & AoA (Articles of Association) | eMoA (INC-33) + eAoA (INC-34) — linked to SPICe+ | Part of SPICe+ |
| 6 | Apply for PAN, TAN, EPFO, ESIC, Bank account, GST (via AGILE-PRO-S) | AGILE-PRO-S (Form INC-35) — linked to SPICe+ | Part of SPICe+ |
| 7 | Certificate of Incorporation issued | Emailed by RoC; CIN allotted | 1–3 days |
Directors are responsible for managing the company. Key Managerial Personnel are the top executives. Companies Act 2013 defines roles, obligations, and liabilities of each.
| Company Type | Min Directors | Max Directors | Special Requirement |
|---|---|---|---|
| Private Limited | 2 | 15 (more by special resolution) | At least 1 resident director (stayed 182+ days in India in previous calendar year) |
| Public Limited | 3 | 15 | At least 1 resident director; at least 1 woman director (listed or turnover > ₹300 Cr or paid-up capital > ₹100 Cr) |
| OPC | 1 | 15 | Nominee must be designated at incorporation |
| Listed Company | 3 | 15 | Min 1/3rd independent directors; at least 1 woman director; at least 1 resident director |
| Ground for Disqualification | Period |
|---|---|
| Adjudged insolvent / declared unsound mind by court | Permanent (until restored) |
| Convicted of offence involving moral turpitude (≥ 6 months imprisonment) | 5 years from release |
| Convicted of offence under Companies Act 2013 | Period of conviction + 5 years |
| Company failed to file financial statements or annual return for 3 consecutive FYs | 5 years from date of disqualification |
| Company failed to repay deposits / interest / debenture / dividend for 1+ year | 5 years |
| Not obtained DIN | Until DIN obtained |
Companies Act 2013 mandates regular board meetings and annual general meetings. Non-compliance attracts penalties on the company and its officers.
| Company Type | Minimum Meetings | Gap Between Meetings | Notice Period |
|---|---|---|---|
| All companies (generally) | 4 per year | Not more than 120 days between two meetings | 7 days' notice (shorter with consent) |
| OPC, Small company, Dormant company | 2 per year (one in each half of calendar year) | Not less than 90 days between meetings | 7 days |
| Section 8 Company (NGO) | 1 per quarter | — | 7 days |
| Requirement | Rule |
|---|---|
| First AGM | Within 9 months from the end of first financial year |
| Subsequent AGMs | Within 6 months from end of financial year (i.e. by 30 September) |
| Gap between two AGMs | Not more than 15 months |
| Notice period | 21 clear days' notice (shorter with 95%+ member consent) |
| Quorum | 2 members personally present (for companies with ≤ 1,000 members); 5 members (1,000–5,000); 30 members (5,000+) |
| OPC | AGM not required — deemed conducted |
Passed by simple majority (more than 50% of votes cast). Used for: appointment of auditor, appointment of directors, approval of financial statements, dividend declaration, remuneration of directors.
Passed by 75% or more votes cast. Required for: alteration of MoA or AoA, change of registered office (state), voluntary winding up, reduction of share capital, buy-back of shares, appointing more than 15 directors.
Every company must maintain books of accounts and get them audited by a Chartered Accountant. Financial statements must be filed with MCA annually.
| Requirement | Rule |
|---|---|
| Who must get audited | Every company — without exception. Even a dormant company must have an auditor. |
| Who can be appointed as Auditor | Only a Chartered Accountant (individual or firm) holding a valid CoP from ICAI |
| First auditor appointment | By Board within 30 days of incorporation; ratified at first AGM |
| Tenure — Public company | Max 5 years (individual CA) / 10 years (CA firm); mandatory rotation after each term |
| Tenure — Private company / OPC | 5 years (individual CA) / 5 years (CA firm); rotation mandatory for certain private companies |
| Form to file | ADT-1 — within 15 days of AGM where auditor is appointed |
Section 135 of Companies Act 2013 mandates eligible companies to spend a minimum of 2% of average net profits on CSR activities. India is one of the few countries with statutory CSR.
| Requirement | Rule |
|---|---|
| CSR Committee mandatory for companies with CSR obligation ≥ ₹50 lakh | Min 3 directors including at least 1 Independent Director |
| CSR obligation below ₹50 lakh | No CSR Committee needed — Board can discharge CSR function directly |
| Committee functions | Formulate CSR Policy; recommend CSR activities; monitor implementation |
Every company must file annual returns and financial statements with the Registrar of Companies (RoC) through the MCA21 portal. Failure attracts significant penalties.
| Form | Purpose | Who Files | Due Date |
|---|---|---|---|
| AOC-4 | Filing of Financial Statements | All companies | Within 30 days of AGM (or 180 days from FY end for OPC) |
| AOC-4 XBRL | Financial Statements in XBRL format | Listed companies; companies with paid-up capital > ₹5 Cr or turnover > ₹100 Cr | Same as AOC-4 |
| MGT-7 | Annual Return | All companies except OPC and small companies | Within 60 days of AGM |
| MGT-7A | Annual Return (simplified) | OPC and Small Companies | Within 60 days of AGM |
| ADT-1 | Auditor Appointment / Reappointment | All companies | Within 15 days of AGM |
| MR-3 | Secretarial Audit Report | Applicable companies (see Audit section) | Annexure to Board Report (with AOC-4) |
| MGT-14 | Filing Board/Special Resolutions with RoC | All companies (for specified resolutions) | Within 30 days of passing resolution |
| DIR-3 KYC | KYC of Directors | All directors with a DIN | Once every 3 years (amended Dec 2025, effective 31 March 2026). Previously annual — now simplified. |
| DPT-3 | Return of Deposits / Outstanding Loans | Companies that have received loans / deposits | 30 June every year |
| MSME-1 | Return for outstanding payments to MSMEs | Companies with outstanding MSME dues > 45 days | Half-yearly: 30 April and 31 October |
| BEN-2 | Register of Significant Beneficial Owners | Companies with SBOs (individuals holding > 10% beneficial interest) | Within 30 days of SBO becoming identified |
| PAS-6 | Reconciliation of Share Capital Audit | Unlisted public companies | Within 60 days of end of each half-year |
Companies Act 2013 prescribes specific penalties for defaults. The Companies (Amendment) Act 2020 decriminalised many offences — converting them from criminal offences to civil defaults with monetary penalties.
| Default | Section | Penalty on Company | Penalty on Officer |
|---|---|---|---|
| Non-filing of annual return (MGT-7) | Sec 92 | ₹50,000 + ₹100/day continuing default | ₹50,000 + ₹100/day |
| Non-filing of financial statements (AOC-4) | Sec 137 | ₹10,000 + ₹100/day (max ₹2 lakh) | ₹10,000 + ₹100/day (max ₹50,000) |
| Not holding AGM | Sec 99 | Up to ₹1 lakh | Up to ₹1 lakh |
| Non-compliance with board meeting requirements | Sec 173 | ₹25,000 | ₹25,000 per officer |
| Failure to appoint auditor | Sec 147 | ₹25,000 to ₹5 lakh | ₹10,000 to ₹1 lakh |
| Failure to file CSR report / non-spending | Sec 135 | 2× unspent amount or ₹1 crore — whichever is less | ₹2 lakh to ₹10 lakh |
| Related party transaction without approval | Sec 188 | ₹25 lakh | ₹25 lakh |
| Not maintaining registered office | Sec 12 | ₹1,000/day (max ₹1 lakh) | ₹1,000/day (max ₹1 lakh) |
| Non-disclosure of interest by director | Sec 184 | Up to ₹1 lakh | Up to ₹1 lakh |
All TrustFactON content is sourced from these official portals. Visit for complete statutory text, notifications, and circulars.
Company search, director search, e-filing, forms, notifications ↗
File AOC-4, MGT-7, ADT-1, SPICe+ and all company e-forms ↗
National Company Law Tribunal — orders, cases, bench details ↗
Secretarial Standards (SS-1, SS-2), guidance notes, circulars ↗