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Establishes the foundation of the Act by defining important terms such as company, director, financial year, etc. It outlines the scope, applicability, and overriding effect of the legislation.
Provides detailed procedures for incorporation, including types of companies, memorandum and articles of association, naming guidelines, registered office requirements, and issuance of certificates of incorporation.
Regulates the issuance of securities to the public through prospectus, mandates full disclosures, outlines liability for misstatements, and ensures compliance with SEBI norms.
Governs private placement of securities to selected persons. It stipulates conditions, disclosures, filing requirements, and penalties for non-compliance.
Lays down rules regarding issuance and alteration of share capital, types of shares and debentures, bonus issues, sweat equity, and rights issues, along with buy-back provisions.
Specifies the terms and conditions under which companies can accept deposits from members and public, including compliance with prescribed rules, interest rate limits, and repayment safeguards.
Mandates registration of charges created on company assets with the Registrar, and outlines the procedure for satisfaction and modification of charges.
Provides rules for company registers, annual returns, general meetings, voting rights, and maintenance of records to ensure transparency and accountability in company operations.
Specifies the conditions for declaring dividends, use of profits, treatment of unpaid dividends, and penalties for non-compliance.
Details requirements for maintaining proper books of account, preparation and presentation of financial statements, and timelines for submission to regulatory bodies.
Regulates the appointment, removal, duties, and responsibilities of auditors, including audit report contents, auditor independence, and rotation policies.
Defines eligibility criteria, disqualifications, and procedures for appointment and resignation of directors, along with director identification requirements (DIN).
Regulates board meetings, quorum, passing of resolutions, delegation of powers, and mandatory approvals required for certain decisions.
Outlines provisions for appointment, reappointment, remuneration, and tenure of key managerial personnel (KMP), including MD, CEO, CFO, and Company Secretary.
Empowers regulatory authorities to inspect company records, initiate inquiries or investigations into affairs of companies suspected of wrongdoing.
Governs schemes of arrangement, mergers, demergers, and corporate restructuring, with procedural safeguards and approval requirements by NCLT.
Protects minority shareholders and stakeholders from acts of oppression or mismanagement, and provides legal remedies through the tribunal.
Provides for valuation of assets, shares, and liabilities by registered professionals to ensure accurate disclosures in financial and restructuring activities.
Lays down procedures for voluntary or Registrar-initiated strike-off of companies that are defunct or inactive.
Provides a legal framework for revival of financially sick companies through restructuring, asset sale, or merger, under NCLT’s supervision.
Details procedures for winding up of companies either voluntarily or through orders of the Tribunal, including liquidation and distribution of assets.
Allows existing firms, LLPs, and other associations to convert and register as companies under the Act.
Specifies procedures and legal provisions for winding up entities not registered under the Companies Act but operating as businesses.
Introduced to facilitate formation of Producer Companies by farmers, focusing on mutual benefit and cooperative principles in governance.
Regulates the operations, filings, and disclosures required by foreign companies carrying on business in India, including branch and liaison offices.
Lays down provisions applicable specifically to companies in which the central or state government holds a majority stake.
Specifies jurisdiction, structure, and functioning of Registrar offices and fee payment processes for various company filings.
Mandates companies to furnish data and information to government authorities for regulatory and statistical purposes.
Regulates Nidhi companies which are mutual benefit societies that accept deposits and lend money among members.
Establishes the NCLT and NCLAT as quasi-judicial bodies to adjudicate company law disputes and appeals.
Provides for establishment of Special Courts for speedy trial of offences under the Companies Act, 2013.
Includes residual provisions covering powers of the Central Government, protection of employees, penalties, exemptions, and rule-making authority.
The Act includes multiple schedules, such as:
The Companies Act, 1956 was the principal legislation in India for the incorporation, regulation, and dissolution of companies prior to the enactment of the Companies Act, 2013. It applied to all types of companies in India including private, public, and foreign companies, and laid the foundation for company law in India.
Defines key terms such as 'company', 'memorandum', 'articles', 'prospectus', etc. Establishes the Act's jurisdiction and scope.
Defines key terms such as LLP, partner, designated partner, and establishes the scope and applicability of the Act. It clarifies that LLPs are body corporates and distinct legal entities.
Explains the nature and legal identity of LLPs, outlining that LLPs have perpetual succession, the ability to own property, and are separate from their partners. Also defines mutual rights and duties governed by agreement.
Details the procedure for incorporating an LLP, including name reservation, filing of incorporation documents, issuance of a certificate of incorporation, and maintenance of registered office.
Defines the rights, duties, and liabilities of partners, including changes in partners, partner admission, resignation, and expulsion. Stipulates that LLP agreements govern these relationships, and default rules apply in the absence of such agreements.
Specifies that the liability of partners is limited to their agreed contribution, except in cases of fraud. LLPs are not liable for unauthorized acts of individual partners, and personal liability arises in case of fraudulent activities.
Outlines the forms and valuation of contributions (money, property, services, etc.) by partners. Contributions must be disclosed in the LLP agreement and registered with the Registrar.
Requires LLPs to maintain proper books of account, prepare statements of accounts and solvency, and undergo audits if annual turnover or contribution exceeds prescribed thresholds. Filing of annual returns is mandatory.
Allows partners to assign their rights in profits and losses, but not their management rights, without affecting the existence of the LLP or other partners’ rights.
Empowers the Central Government to investigate the affairs of an LLP based on court orders, partner requests, or public interest. Investigators can examine records, freeze assets, and initiate prosecution if necessary.
Provides procedures for converting existing partnerships, private companies, or unlisted public companies into LLPs. Specifies filing requirements and effects of conversion, including transfer of assets and liabilities.
Regulates LLPs incorporated outside India but operating in India. Such LLPs must comply with prescribed rules and file documents with the Registrar as applicable.
Allows LLPs to enter into compromises or arrangements with creditors or partners, subject to approval by the Tribunal. Facilitates merger and reconstruction of LLPs.
Details the procedures for voluntary and Tribunal-ordered winding up of LLPs. Specifies grounds for dissolution and roles of liquidators and creditors.
Lists penalties for non-compliance with the Act, including fines and imprisonment for fraudulent activities, false statements, and failure to file returns or maintain records.
Covers residual matters such as the powers of the Central Government to make rules, remove difficulties, delegate powers, and provide exemptions in the public interest.
The Securities and Exchange Board of India Act, 1992 was enacted to establish the Securities and Exchange Board of India (SEBI) with statutory powers to regulate the securities market in India, protect investor interests, and promote the development of the capital market. The Act empowers SEBI to regulate stock exchanges, securities transactions, and various market intermediaries.
