⌖  Rules & Regulations  /  §03

Corporate Laws Rules.

The full machinery under the Companies Act, LLP Act, IBC and SEBI Act — the Rules that govern incorporation, share capital, charges, directors, audit, mergers, insolvency, listing, takeovers and insider trading. The operative working set for a corporate-law engagement.

48 rules

Contents →Companies (Specification of Definitions Details) Rules, 2014Companies (Incorporation) Rules, 2014Companies (Prospectus and Allotment of Securities) Rules, 2014Companies (Share Capital and Debentures) Rules, 2014Companies (Acceptance of Deposits) Rules, 2014Companies (Registration of Charges) Rules, 2014Companies (Management and Administration) Rules, 2014Companies (Declaration and Payment of Dividend) Rules, 2014Companies (Accounts) Rules, 2014Ind AS Rules, 2015Companies (Audit and Auditors) Rules, 2014CARO 2020, 2020Companies (Appointment and Qualification of Directors) Rules, 2014Companies (Meetings of Board and its Powers) Rules, 2014Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014CSR Rules, 2014Companies (Compromises, Arrangements and Amalgamations) Rules, 2016Companies (Registration Offices and Fees) Rules, 2014Companies (Cost Records and Audit) Rules, 2014Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016SBO Rules, 2018Companies (Restriction on number of layers) Rules, 2017NFRA Rules, 2018LLP Rules, 2009Limited Liability Partnership (Winding up and Dissolution) Rules, 2012CIRP Regs, 2016IBBI (Liquidation Process) Regulations, 2016IBBI (Voluntary Liquidation Process) Regulations, 2017IBBI (Fast Track Insolvency Resolution Process for Corporate Persons) Regulations, 2017IBBI (Insolvency Resolution Process for Personal Guarantors to Corporate Debtors) Regulations, 2019IBBI (Insolvency Professionals) Regulations, 2016NCLT Rules, 2016NCLAT Rules, 2016LODR, 2015ICDR, 2018Takeover Regs, 2011PIT, 2015SEBI (Buy-back of Securities) Regulations, 2018SEBI (Delisting of Equity Shares) Regulations, 2021AIF Regs, 2012MF Regs, 1996PMS Regs, 2020FPI Regs, 2019SEBI (REIT) Regulations, 2014SEBI (InvIT) Regulations, 2014IA Regs, 2013SEBI (Settlement Proceedings) Regulations, 2018SAT Rules, 2000
§03.01In force

Companies (Specification of Definitions Details) Rules, 2014

⌖ Made under
Companies Act, 2013

⌖ Authority
MCA

Definitions that bridge the Act and the Rules — small company thresholds, relative test under Section 2(77), and various procedural definitions.

§03.02In force

Companies (Incorporation) Rules, 2014

⌖ Made under
Companies Act, 2013

⌖ Authority
MCA

SPICe+ Part A and B, AGILE-PRO, RUN, conversion of companies, registered office, alteration of MOA / AOA, and inclusion / removal of OPC nominee.

§03.03In force

Companies (Prospectus and Allotment of Securities) Rules, 2014

⌖ Made under
Companies Act, 2013

⌖ Authority
MCA

Procedure for public issue, private placement (PAS-4 / PAS-5 / PAS-3), rights issue, sweat equity allotment and Form PAS-6 reconciliation for unlisted public companies.

§03.04In force

Companies (Share Capital and Debentures) Rules, 2014

⌖ Made under
Companies Act, 2013

⌖ Authority
MCA

Issue and transfer of shares, sweat equity, ESOPs, preference shares, bonus, dematerialisation, debenture redemption reserve and Form SH-7.

§03.05In force

Companies (Acceptance of Deposits) Rules, 2014

⌖ Made under
Companies Act, 2013 (Sections 73-76)

⌖ Authority
MCA

Definition of deposit, exempted deposits, DPT-3 annual return, DPT-4 deposit repayment, deposit insurance and trustee requirements.

§03.06In force

Companies (Registration of Charges) Rules, 2014

⌖ Made under
Companies Act, 2013 (Chapter VI)

⌖ Authority
MCA

Procedure for registration of charges in CHG-1, CHG-4 satisfaction, CHG-8 condonation and the post-2019 cap of 60-day extension with additional fees.

§03.07In force

Companies (Management and Administration) Rules, 2014

⌖ Made under
Companies Act, 2013 (Chapter VII)

⌖ Authority
MCA

MGT-7 / 7A annual return, MGT-9 extract (now subsumed), AGM mechanics, registered office records, e-voting and proxy.

§03.08In force

Companies (Declaration and Payment of Dividend) Rules, 2014

⌖ Made under
Companies Act, 2013 (Sections 123-127)

⌖ Authority
MCA

Conditions for declaration of dividend out of free reserves, interim dividend, unpaid dividend account and transfer to IEPF.

§03.09In force

Companies (Accounts) Rules, 2014

⌖ Made under
Companies Act, 2013 (Chapter IX)

⌖ Authority
MCA

Schedule III financial statements, consolidated accounts thresholds, internal financial controls, audit-trail mandate from FY 2023-24, and AOC-4 filings.

§03.10In force

Companies (Indian Accounting Standards) Rules, 2015

Ind AS Rules

⌖ Made under
Companies Act, 2013 (Section 133)

⌖ Authority
MCA / NFRA

Phased applicability of Ind AS — listed and net-worth thresholds — and the 41 Ind AS standards converged with IFRS.

§03.11In force

Companies (Audit and Auditors) Rules, 2014

⌖ Made under
Companies Act, 2013 (Chapter X)

⌖ Authority
MCA

Auditor appointment in ADT-1, audit-firm rotation, reporting under CARO 2020, fraud reporting in ADT-4 and resignation in ADT-3.

§03.12In force

Companies (Auditor's Report) Order, 2020

CARO 2020

⌖ Made under
Companies Act, 2013 (Section 143(11))

⌖ Authority
MCA

21-clause auditor's report covering fixed assets, inventory, loans, deposits, statutory dues, related-party transactions, internal audit and IBC defaults.

§03.13In force

Companies (Appointment and Qualification of Directors) Rules, 2014

⌖ Made under
Companies Act, 2013 (Chapter XI)

⌖ Authority
MCA

DIR-3 KYC, DIR-12 appointment, independent director databank, women director, and directorship limits.

§03.14In force

Companies (Meetings of Board and its Powers) Rules, 2014

⌖ Made under
Companies Act, 2013 (Chapter XII)

⌖ Authority
MCA

Board meetings, audit committee, NRC, CSR committee, related-party transaction approval and Form MBP-1 / MBP-4 maintenance.

§03.15In force

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

⌖ Made under
Companies Act, 2013 (Chapter XIII)

⌖ Authority
MCA

Managerial-remuneration ceilings under Schedule V, KMP appointment in MR-1, and disclosures in the board's report under MR-2.

§03.16In force

Companies (Corporate Social Responsibility Policy) Rules, 2014

CSR Rules

⌖ Made under
Companies Act, 2013 (Section 135)

⌖ Authority
MCA

2% CSR computation, impact assessment for projects above ₹1 crore, CSR-1 registration of implementing agencies and CSR-2 reporting.

§03.17In force

Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

⌖ Made under
Companies Act, 2013 (Chapter XV)

⌖ Authority
MCA / NCLT

Procedure for schemes of arrangement, demergers, fast-track mergers under Section 233, cross-border mergers and reduction of capital.

§03.18In force

Companies (Registration Offices and Fees) Rules, 2014

⌖ Made under
Companies Act, 2013

⌖ Authority
MCA

MCA21 filing infrastructure, fee schedules, additional fees for delayed filing, and the V3 portal mandate.

§03.19In force

Companies (Cost Records and Audit) Rules, 2014

⌖ Made under
Companies Act, 2013 (Section 148)

⌖ Authority
MCA

Industries required to maintain cost records, cost audit thresholds and CRA-1 / CRA-3 / CRA-4 procedure.

§03.20In force

Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016

⌖ Made under
Companies Act, 2013 (Section 248)

⌖ Authority
MCA / C-PACE

Procedure for voluntary strike-off in STK-2 and ROC-initiated strike-off in STK-1, including the post-2023 Centre for Processing Accelerated Corporate Exit (C-PACE) route.

§03.21In force

Companies (Significant Beneficial Owners) Rules, 2018

SBO Rules

⌖ Made under
Companies Act, 2013 (Section 90)

⌖ Authority
MCA

Identification and reporting of significant beneficial owners — BEN-1 declaration, BEN-2 ROC filing and BEN-3 register.

§03.22In force

Companies (Restriction on number of layers) Rules, 2017

⌖ Made under
Companies Act, 2013 (Section 2(87))

⌖ Authority
MCA

Cap of two subsidiary layers for non-exempt companies, with grandfathering and carve-outs for banking, NBFC, insurance and government companies.

§03.23In force

National Financial Reporting Authority Rules, 2018

NFRA Rules

⌖ Made under
Companies Act, 2013 (Section 132)

⌖ Authority
NFRA

NFRA's jurisdiction — listed and large unlisted companies — and procedure for review, investigation and disciplinary action against auditors.

§03.24In force

Limited Liability Partnership Rules, 2009

LLP Rules

⌖ Made under
Limited Liability Partnership Act, 2008

⌖ Authority
MCA

LLP incorporation in FiLLiP, partner admission / cessation in Form 4, annual return in Form 11, statement of accounts in Form 8 and conversion in Forms 17 / 18.

§03.25In force

Limited Liability Partnership (Winding up and Dissolution) Rules, 2012

⌖ Made under
Limited Liability Partnership Act, 2008

⌖ Authority
MCA / NCLT

Voluntary winding-up of LLPs, NCLT-supervised winding-up and the post-2022 strike-off route through Form 24.

§03.26In force

IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016

CIRP Regs

⌖ Made under
Insolvency and Bankruptcy Code, 2016

⌖ Authority
IBBI / NCLT

End-to-end CIRP procedure — public announcement, claim verification, CoC constitution, resolution plan approval and avoidance transactions.

§03.27In force

IBBI (Liquidation Process) Regulations, 2016

⌖ Made under
Insolvency and Bankruptcy Code, 2016

⌖ Authority
IBBI / NCLT

Manner of conducting liquidation — stakeholder consultation committee, sale of assets, distribution of proceeds and dissolution.

§03.28In force

IBBI (Voluntary Liquidation Process) Regulations, 2017

⌖ Made under
Insolvency and Bankruptcy Code, 2016 (Section 59)

⌖ Authority
IBBI / NCLT

Solvent voluntary liquidation by corporate persons — declaration of solvency, special resolution and final report.

§03.29In force

IBBI (Fast Track Insolvency Resolution Process for Corporate Persons) Regulations, 2017

⌖ Made under
Insolvency and Bankruptcy Code, 2016 (Chapter IV)

⌖ Authority
IBBI / NCLT

90-day fast-track resolution route for small companies, startups and unlisted companies below notified thresholds.

§03.30In force

IBBI (Insolvency Resolution Process for Personal Guarantors to Corporate Debtors) Regulations, 2019

⌖ Made under
Insolvency and Bankruptcy Code, 2016 (Part III)

⌖ Authority
IBBI / NCLT

Procedure for IRP against personal guarantors — interim moratorium, resolution plan, repayment plan and bankruptcy order.

§03.31In force

IBBI (Insolvency Professionals) Regulations, 2016

⌖ Made under
Insolvency and Bankruptcy Code, 2016

⌖ Authority
IBBI

Registration, code of conduct, continuing education and disciplinary framework for insolvency professionals and IPEs.

§03.32In force

National Company Law Tribunal Rules, 2016

NCLT Rules

⌖ Made under
Companies Act, 2013 (Section 469)

⌖ Authority
NCLT

Procedure before the NCLT — forms NCLT-1 to NCLT-9, manner of pleadings, interim orders, oppression-and-mismanagement petitions and IBC applications.

§03.33In force

National Company Law Appellate Tribunal Rules, 2016

NCLAT Rules

⌖ Made under
Companies Act, 2013 (Section 469)

⌖ Authority
NCLAT

Procedure for appeals before the NCLAT under the Companies Act, IBC and the Competition Act — Form NCLAT-1, condonation and final hearing.

§03.34In force

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

LODR

⌖ Made under
SEBI Act, 1992 / SCRA, 1956

⌖ Authority
SEBI

The continuous-disclosure code for listed entities — corporate governance, related-party transactions, financial-result publication, BRSR, and material-event reporting under Regulation 30.

§03.35In force

SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018

ICDR

⌖ Made under
SEBI Act, 1992

⌖ Authority
SEBI

Conditions and disclosure code for IPOs, FPOs, rights issues, QIPs, preferential allotment and SME platform offerings.

§03.36In force

SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Takeover Regs

⌖ Made under
SEBI Act, 1992

⌖ Authority
SEBI

Triggers for mandatory open offer at 25% / additional 5%, offer-price computation, exemption applications, and the obligations of the acquirer and target.

§03.37In force

SEBI (Prohibition of Insider Trading) Regulations, 2015

PIT

⌖ Made under
SEBI Act, 1992

⌖ Authority
SEBI

Definition of UPSI, trading window, structured digital database, code of conduct and the contra-trade restrictions for designated persons.

§03.38In force

SEBI (Buy-back of Securities) Regulations, 2018

⌖ Made under
SEBI Act, 1992 / Companies Act, 2013 (Section 68)

⌖ Authority
SEBI

Tender-offer and open-market buy-back procedure — board / shareholder approval, escrow, public announcement and time limits.

§03.39In force

SEBI (Delisting of Equity Shares) Regulations, 2021

⌖ Made under
SEBI Act, 1992 / SCRA, 1956

⌖ Authority
SEBI

Voluntary delisting through the reverse-book-building route and small-company delisting, with disclosure and minimum-offer-price requirements.

§03.40In force

SEBI (Alternative Investment Funds) Regulations, 2012

AIF Regs

⌖ Made under
SEBI Act, 1992

⌖ Authority
SEBI

Three-category AIF framework — Cat I (VC, SME, infra, social-impact), Cat II (PE, debt) and Cat III (hedge) — with registration, investment-condition and disclosure rules.

§03.41In force

SEBI (Mutual Funds) Regulations, 1996

MF Regs

⌖ Made under
SEBI Act, 1992

⌖ Authority
SEBI

Registration of mutual funds and AMCs, scheme categorisation, investment restrictions, NAV computation and disclosures.

§03.42In force

SEBI (Portfolio Managers) Regulations, 2020

PMS Regs

⌖ Made under
SEBI Act, 1992

⌖ Authority
SEBI

Registration of portfolio managers, ₹50 lakh minimum investment, fee disclosure, performance reporting and APMI membership.

§03.43In force

SEBI (Foreign Portfolio Investors) Regulations, 2019

FPI Regs

⌖ Made under
SEBI Act, 1992

⌖ Authority
SEBI

FPI registration categories, KYC, investment limits in debt and equity, and the disclosure regime for offshore derivative instruments.

§03.44In force

SEBI (REIT) Regulations, 2014

⌖ Made under
SEBI Act, 1992

⌖ Authority
SEBI

Registration, asset-allocation, distribution, leverage and disclosure framework for Real Estate Investment Trusts.

§03.45In force

SEBI (InvIT) Regulations, 2014

⌖ Made under
SEBI Act, 1992

⌖ Authority
SEBI

Framework for Infrastructure Investment Trusts — completed and under-construction asset thresholds, leverage and unitholder governance.

§03.46In force

SEBI (Investment Advisers) Regulations, 2013

IA Regs

⌖ Made under
SEBI Act, 1992

⌖ Authority
SEBI

Registration of investment advisers, fee model (fixed / AUM), client segregation, KYC and risk profiling.

§03.47In force

SEBI (Settlement Proceedings) Regulations, 2018

⌖ Made under
SEBI Act, 1992 (Section 15JB)

⌖ Authority
SEBI

Procedure for consent applications — Form A, internal committee, HPAC, and final settlement order with monetary terms and / or restrictions.

§03.48In force

Securities Appellate Tribunal (Procedure) Rules, 2000

SAT Rules

⌖ Made under
SEBI Act, 1992 (Section 15U)

⌖ Authority
Securities Appellate Tribunal

Procedure for filing appeals against SEBI, IRDAI and PFRDA orders — Form A memorandum of appeal, interim relief and hearing.