Select amendments to the Companies Act, 2013 and the Limited Liability Partnership Act, 2008

 The Corporate Laws (Amendment) Bill, 2026 has been introduced in the Lok Sabha, proposing various changes to the Companies Act, 2013 and the Limited Liability Partnership Act, 2008. The amendments aim to improve ease of doing business, simplify compliance and provide clarifications.

The select proposed changes are as follows:

Parameter	Amendment	Remarks
Scheme of arrangement	·       Scheme to be filed only with jurisdictional NCLT bench of transferee company (and not with all the jurisdictional NCLT benches) ·       Schemes are not permitted under Companies Act once liquidation under IBC has commenced.	·       It eases the restructuring exercise involving multiple companies not registered in same state. ·       This may also result in reduction of stamp duty payable in multiple states due to separate NCLT orders.
Fast-track Merger	Reduced approval thresholds: ·       Members’ approval lowered from 90% in value to 75%. Also, additional criteria requiring approval of majority members present and voting is added. ·       Creditors’ approval reduced from 90% in value to 75%. The majority approval requirement continues.	·       The reduction in approval thresholds from 90% to 75% in value eases the approval process. ·       Further, introduction of an additional condition in shareholders’ approval viz. requirement of majority members (in number) makes fast-track mergers relatively more stringent as compared to pre-amendment fast-trace regime
Demerger relief	Filing the scheme with the Official Liquidator for transfer of undertaking of the Company is proposed to be removed.	Improves the timelines and reduces compliance burden.
Buy-back	·       Prescribed classes of companies (such as debt free companies) are allowed to undertake up to two buy backs in a year, with minimum gap of 6 months between two buy backs. ·       Securities issued under the schemes linked to the value of share capital of company, such as Stock Appreciation Right, Restricted Stock Unit are now covered within buy-back framework.	It increases flexibility in undertaking buybacks within a shorter timeframe.
Small Company	Eligibility threshold for small company enhanced - paid-up share capital threshold increasing from INR 10 crore to INR 20 crore and turnover threshold from INR 100 crore to INR 200 crore.	Now, a large number of companies would be able to obtain ‘small company’ relaxations.
Appointment of Auditors	Prescribed classes of companies to be exempted from appointing auditors, subject to fulfilment of prescribed conditions.	Provides compliance relief to eligible classes of companies by potentially eliminating mandatory auditor appointment requirements.
Corporate Social Responsibility (CSR)	·       Applicability threshold increased from INR 5 crore to INR 10 crore. ·       CSR Committee not required where spend is up to INR 1 crore (earlier INR 50 lakh)	Reduces applicability and compliance requirements, leading to lower regulatory burden for smaller companies.
Director Appointment	Directors to meet ‘fit and proper’ criteria, as may be prescribed.	It strengthens governance by introducing qualitative ‘fit and proper’ criteria for directors.
Register of Members	Trust not eligible to be registered as shareholder or debenture holders.	Trustees to be registered as such and a trust to may be recognised as the beneficial owner.
Directors’ Report	Enhanced disclosure requirements including explanations on auditor observations on matters affecting company and qualifications relating to maintenance of accounts.	It leads to increased disclosure requirements
Annual General Meeting / Extraordinary General Meeting (AGM / EGM)	·       Now, companies may hold AGM / EGM in virtual, or hybrid mode, subject to prescribed conditions. ·       For AGMs, at least 1 physical meeting in every 3 years is mandatory.	It provides flexibility through virtual/hybrid meetings while retaining minimum physical governance requirement.
Board Meetings	OPCs / small / dormant companies to hold one board meeting per calendar year (one per half-year currently).	Reduces compliance burden for smaller entities by lowering frequency of mandatory board meetings.
IFSC Framework	IFSC Companies to issue and maintain share capital, books of account and financial statements in permitted foreign currency, with fees and penalties continuing in INR. Parallel changes are proposed for IFSC LLPs under the LLP Act.
Pre-2013 treasury shares	Companies holding their own shares arising from pre–Companies Act, 2013 - to be disposed within 3 years and failure to result in extinguishment of such treasury shares.
Restoration of Struck-off Companies	Regional Directors to be empowered to restore the name of struck-off companies.
Decriminalisation of Offences	Certain procedural defaults are proposed to be decriminalised and shifted to a civil penalty regime.