Companies Act, 2013 Guide
Read key company-law concepts, locate MCA rules and official references, and check the requirements that apply to your company before filing.
कंपनी अधिनियम, 2013
Governs incorporation, management and winding up of companies in India
Overview: Companies Act, 2013
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).
This is a plain-English guide, not the statutory text. Check provisions against official legal sources, read our editorial policy, or research related judgments.
Prepare your records and choose the next resource
Useful records to organise for Companies Act, 2013. These prompts are not a mandatory filing checklist.
- Company type, CIN and the event or financial year involved.
- Relevant board or shareholder records, filed forms and acknowledgements.
- The current MCA form instructions and any exemption or extension you intend to rely on.
Frequently asked questions
Where can I find Companies Act 2013 and MCA rules?
Use MCA's official Acts and Rules/e-book index and locate the relevant section, associated rules and notifications. A government-hosted statutory copy is linked below for reading, but a PDF snapshot alone does not establish that every later amendment, exemption or form instruction is included. This Kanoon-AI page is an independent explanation, not an MCA service.
How long does company incorporation take?
No universal completion time is stated here. Company type, document completeness, name approval, resubmission and the official process affect timing. Follow the current MCA instructions and retain application and payment acknowledgements; preparing a draft does not incorporate a company.
Does every AGM have the same six-month deadline?
No. Section 96 distinguishes the first AGM: nine months from the first financial-year close, compared with six months for later AGMs. It excludes a One Person Company and also limits the interval between AGMs. The Registrar's specified extension power concerns later AGMs, not the first. Check the company's position, applicable exemptions and any actual extension before calculating a due date.
Which financial year matters for CSR applicability?
Section 135(1) uses the immediately preceding financial year for the ₹500 crore net-worth, ₹1,000 crore turnover or ₹5 crore net-profit thresholds. Section 135(5) uses a separate average-profit calculation for spending, including a rule for companies with fewer than three completed financial years. Apply the prescribed calculation and current rules; ordinary accounting profit or any historical qualifying year is not a complete test.
Key provisions of Companies Act, 2013
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
Board composition, director duties (Section 166) and disqualifications (Section 164). Appointment requirements and exemptions depend on company type and current rules.
Section 96–110 — Meetings
Section 96 distinguishes the first AGM (nine months from the first financial-year close) from later AGMs (six months), excludes OPCs and permits a limited extension for later AGMs. Also check the inter-meeting limit, applicable exemptions and current instructions.
Sections 129–148 — Accounts and audit
Financial statements, consolidated accounts, internal audit, statutory audit, auditor's rotation and independence.
Section 135 — Corporate Social Responsibility
Section 135 tests net worth of ₹500 crore, turnover of ₹1,000 crore or net profit of ₹5 crore in the immediately preceding financial year. The spending calculation, applicable rules and unspent-amount obligations need separate checking.
Chapter XX — Winding up
Check the applicable tribunal, insolvency or other statutory route. Winding up, liquidation, strike-off and dissolution are not interchangeable labels.
How to incorporate a company
Start with the MCA incorporation instructions for your company type. The MCA FAQ distinguishes SPICe+ Part A name reservation for a new company from RUN for a change of name of an existing company. Prepare the applicable incorporation documents and linked filings; GSTIN is described as optional if applied for in that FAQ. Check current eligibility, portal instructions and registrations rather than assuming every service applies. No incorporation time is guaranteed here.
Annual compliance calendar
Build a calendar from the company type, financial year, actual event and relevant filing trigger. Read Section 96 for the AGM distinction, Section 92 for the annual return and Section 137 for financial-statement filing. Check the current MCA form, exemptions, notifications and any valid extension before relying on a date; one generic calendar does not establish every company's obligations.
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.
Related guides
Who typically needs this
- Founders incorporating a company and checking its governance obligations
- Directors and Company Secretaries handling MCA compliance
- Investors performing due diligence
- CA/CS professionals filing annual returns
Related laws
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