Companies Act, 2013
कंपनी अधिनियम, 2013
Governs incorporation, management and winding up of companies in India
The Companies Act, 2013 replaces the 1956 Act and regulates the entire life cycle of a company — from incorporation to dissolution. It defines corporate governance standards, directors' duties, shareholder rights, disclosure obligations, audit, and Corporate Social Responsibility (CSR).
Key provisions
Section 3–22 — Incorporation
Types of companies (private, public, OPC, Section 8), procedure for incorporation via SPICe+ form on MCA portal.
Section 149–172 — Board of Directors
Composition, independent directors, women directors, KMP, duties (Sec. 166), disqualifications (Sec. 164).
Section 96–110 — Meetings
AGM within 6 months of financial year end, Extraordinary GM, notice, quorum, voting by poll and e-voting.
Section 129–138 — Accounts and Audit
Financial statements, consolidated accounts, internal audit, statutory audit, auditor's rotation and independence.
Section 135 — Corporate Social Responsibility
Companies with net worth ≥ ₹500 cr, turnover ≥ ₹1,000 cr, or net profit ≥ ₹5 cr must spend 2% of average net profit on CSR.
Section 271–303 — Winding up
Voluntary winding up (now under IBC), compulsory winding up by NCLT, and dissolution process.
How to incorporate a company
Step 1: Obtain Digital Signature Certificate (DSC) for proposed directors. Step 2: Apply for Director Identification Number (DIN) via SPICe+. Step 3: Reserve name via RUN or Part A of SPICe+. Step 4: File SPICe+ (Part B) with MoA, AoA, PAN, TAN, GST, EPFO, ESIC combined. Step 5: Certificate of Incorporation issued by MCA — usually 3–7 working days.
Annual compliance calendar
AGM within 6 months of FY end; Form MGT-7/7A (annual return) within 60 days of AGM; Form AOC-4 (financial statements) within 30 days of AGM; DIR-3 KYC by 30 September; MSME-1 half-yearly; DPT-3 by 30 June. Non-filing attracts daily penalties.
Scope and applicability
The Companies Act, 2013 governs incorporation, management, accounts, audit, directors, shareholder rights, restructuring and winding-up of companies, together with rules, notifications and MCA filings.
Key definitions
- Company
- A company incorporated under the 2013 Act or a previous company law.
- Director
- A director appointed to the board; duties and liabilities depend on the Act, role and facts.
Practical procedure
- 1Identify the company type and applicable rule or notification.
- 2Use the MCA portal and prescribed form for the relevant filing.
- 3Obtain board or member approval where the Act requires it.
- 4Preserve resolutions, registers, disclosures and filing acknowledgments.
Deadlines and timing
- Annual, event-based and beneficial-ownership filings have different statutory periods and additional fees; verify the current form and deadline on MCA.
- Do not rely on a generic date because extensions and form versions change.
Practical examples
- A director resignation, share allotment and annual return use different approvals and forms.
- Private-company status does not remove statutory registers, accounts or filing obligations.
Who typically needs this
- Founders incorporating a private limited or LLP company
- Directors and Company Secretaries handling MCA compliance
- Investors performing due diligence
- CA/CS professionals filing annual returns
Frequently asked questions
How long does it take to incorporate a company in India?
With the integrated SPICe+ form, incorporation typically takes 3–7 working days after all documents are ready and the name is approved. Delays can happen if directors need to complete DSC or Aadhaar-KYC.
What is the minimum capital to start a private limited company?
There is no minimum paid-up capital requirement under the Companies Act, 2013 (this was removed by the 2015 amendment). A company can be incorporated with any authorised capital as low as ₹1.
Which companies must spend on CSR?
Section 135 applies to companies with net worth ≥ ₹500 crore, turnover ≥ ₹1,000 crore, or net profit ≥ ₹5 crore in any financial year. They must spend at least 2% of the average net profit of the last three years on approved CSR activities.
Related laws
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