Companies Act 2013 - Structure, Key Sections & 2026 Amendments
The Companies Act 2013 is the master statute governing every Indian company. Here is the structure: 470 sections across 29 chapters, the most-cited sections, and the major amendments that have shaped how MCA operates today.
If Indian corporate life has a master text, it's the Companies Act, 2013. Every Pvt Ltd, Public Ltd, OPC, Section 8 non-profit and Producer Company in India is born under this Act, lives under it, and (when the time comes) is wound up under it. So if you've spent any time around MCA filings - annual returns, board changes, related-party disclosures, charges, oppression cases - you've been brushing up against the Companies Act, 2013, even if you didn't always realise it.
This piece is the practical map of the Act: how it's organised, which sections do most of the work, and what's changed since 2013.
A quick orientation
The Companies Act, 2013 received Presidential assent in August 2013 and replaced the Companies Act, 1956. It runs to 470 sections across 29 chapters, plus seven schedules, and it's administered by the Ministry of Corporate Affairs through the 27 Registrar of Companies offices spread across the country.
The Act doesn't read like a single coherent narrative. It's structured as a sequence of life-cycle topics - incorporation, capital, accounts, directors, audit, mergers, oppression, winding-up - with the procedural rules layered on top. The trick to reading it is to know which chapter handles what.
The 29 chapters, at a glance
The Act's organisation, with the most-cited sections in each chapter:
| Chapter | What it covers | Most-cited sections |
|---|---|---|
| I - Preliminary | Definitions | Section 2 (95+ definitions) |
| II - Incorporation | Forming a company, MOA, AOA, registered office, capital alterations | Section 7 (incorporation), 12 (registered office & CIN display), 13 (alteration of MOA) |
| III - Prospectus & allotment | Public offers, private placements, deposits | Section 42 (private placement), 62 (further issue, ESOPs) |
| IV - Share capital & debentures | Equity, preference, buy-back, debentures, charges | Sections 62, 68 (buy-back), 71 (debentures), 77 (charges) |
| V - Acceptance of deposits | Public deposits and exempt deposits | Sections 73, 74 |
| VI - Registration of charges | Charge registration with ROC | Sections 77, 82, 87 |
| VII - Management & administration | AGM, registers, annual returns | Section 92 (annual return / MGT-7), 96 (AGM), 118 (minutes) |
| VIII - Dividend | Declaration and payment of dividend | Sections 123, 127 |
| IX - Accounts | Books of account, financial statements, consolidation, CSR | Section 128 (books), 129 (financial statements), 135 (CSR) |
| X - Audit & auditors | Auditor appointment, rotation, audit report | Sections 139, 143, 147 |
| XI - Directors | Director appointment, DIN, independent directors, women directors | Sections 149, 152, 166 (duties), 184 (interest disclosure) |
| XII - Board meetings & powers | Board meetings, committees, related-party transactions | Sections 173, 177 (audit committee), 188 (RPT) |
| XIII - Managerial personnel | MD, WTD, Manager, KMP appointment and remuneration | Sections 196, 197, 203 (KMP) |
| XIV - Inspection & investigation | SFIO, inspection powers | Sections 206, 210, 212 |
| XV - Compromises & arrangements | Mergers via NCLT | Sections 230, 232 |
| XVI - Oppression & mismanagement | Minority shareholder remedies | Sections 241, 242 |
| XVII - Registered valuers | Valuer appointment under IBC and the Act | Section 247 |
| XVIII - Strike-off | Removal from register and restoration | Sections 248, 252 |
| XIX - Sick companies | Pre-IBC regime, mostly subsumed | (largely repealed) |
| XX - Winding up | Court-led winding-up | Sections 270, 271 |
| XXIA - Producer companies | Reintegrated 2020 | Section 378A onwards |
| XXII - Foreign companies | Branches and liaison offices | Sections 379, 380 |
| XXIII - Government companies | Public-sector undertakings | Section 394 |
| XXIV - Registration offices & fees | ROC structure and fees | Section 396 |
| XXV - Companies authorised to register | Conversion, including LLP β Pvt Ltd | Section 366 |
| XXVII - NCLT & NCLAT | Tribunal structure | Sections 408, 410 |
| XXVIII - Special courts | For offences under the Act | Section 435 |
| XXIX - Miscellaneous | Penalties, savings, rule-making | Section 447 (fraud), 464 |
The sections you'll see most often
A short list of sections that come up almost daily in MCA filings and corporate diligence work. Section 7 governs incorporation - that's the SPICe+ flow. Section 12 makes the company display its CIN on letterheads and triggers Form INC-22A. Section 42 is the bedrock of every private placement, used in just about every PIPE or VC round. Section 62 covers further issue of capital, including rights issues and ESOP grants. Section 77 sets up the charge register. Section 92 produces the annual return (MGT-7), and Sections 129 and 137 produce the financial statement filing (AOC-4). Section 135 lays out CSR. Sections 149 and 152 govern director composition and appointment. Section 188 controls related-party transactions. Section 203 names the KMP. Section 248 lets the ROC strike off a company; Section 252 lets NCLT bring it back. And Section 447 sets out the punishment for fraud - the section that gives the rest of the Act real teeth.
What's changed since 2013
The Act has been amended several times, each round trimming friction or adding substance. The 2015 amendment removed the minimum paid-up capital requirement, simplified incorporation, and made the common seal optional. The 2017 amendment tightened private-placement timelines and reorganised the line between criminal and civil offences. The 2019 amendment decriminalised many compliance defaults, introduced beneficial-ownership reporting under Section 90, and brought in INC-22A. The 2020 amendment decriminalised further, allowed direct overseas listing (since notified), and reintroduced Producer Companies as Chapter XXIA. The 2023 amendment and the rule changes that followed in 2025-26 moved most filings onto MCA21 V3, mandated Aadhaar-linked OTP for DIR-3 KYC, and expanded the scope of e-Form Active.
The other statutes that work alongside it
The Companies Act doesn't operate in isolation. The LLP Act, 2008 handles LLPs with a parallel structure. The Insolvency and Bankruptcy Code, 2016 has subsumed most pre-IBC winding-up under its NCLT-led framework - so although the Companies Act still has a winding-up chapter, in practice IBC is the primary route. The SEBI Act, 1992 and the LODR Regulations layer on top of the Companies Act for listed companies, raising the bar on disclosure and governance. FEMA, 1999 handles foreign exchange and FDI rules - relevant whenever foreign capital touches an Indian company.
Common questions
How many sections does the Companies Act, 2013 contain?
470 sections, across 29 chapters and 7 schedules. Some sections are subdivided heavily - Section 2, the definitions section, alone has 95 or so definitions.
Did the 2013 Act fully replace the 1956 Act?
Effectively yes. The 2013 Act largely replaces the 1956 Act, although a small number of 1956-Act provisions remained in force during the transition for specific situations.
Where is the official text of the Companies Act, 2013?
The authoritative text - including amendments and notifications - is published by the Ministry of Corporate Affairs at mca.gov.in.
Which sections see the most NCLT litigation?
Sections 241 and 242 (oppression and mismanagement) and Sections 248 to 252 (strike-off and restoration) generate the largest volume of NCLT case law.
Where to go next
For the bodies that enforce the Act, see MCA and ROC. For the people the Act calls out as personally responsible, see KMP. Or look up a specific company's filings under the Act.