Companies Act 2013 · Rules

Companies Rules under the Companies Act, 2013

The Companies Act sets the law. The detail (thresholds, procedures, time limits and the e-forms you file on the MCA portal) is in the rules the Central Government makes under it. This page lists every rules set made under the Act, with its notification, the sections it carries out, the forms it prescribes and the latest amendment we could verify. For the sections themselves, use the Companies Act 2013 ready reckoner. For class exemptions, see section 462 exemptions.

Last checked: 27 October 2026 against the Ministry of Corporate Affairs consolidated rules text.

Rules explained in detail

Incorporation, capital and day-to-day compliance

Rules	Notification	Act sections	MCA forms	Latest amendment
Companies (Incorporation) Rules, 2014 The procedure for forming a company and for the main changes to it afterwards: name reservation, the SPICe+ incorporation form, One Person Companies, Section 8 licences, the registered office, change of name or objects, and conversion from one kind of company to another.	G.S.R. 250(E) 31 March 2014	2, 3, 4, 7, 8, 10A, 12, 13, 14, 16, 18	SPICe+ (INC-32), e-MoA (INC-33), e-AoA (INC-34), AGILE-PRO-S (INC-35), INC-3, INC-4, INC-6, INC-12, INC-20A, INC-22, INC-22A (ACTIVE), INC-23, INC-24, INC-27, INC-28, RD-1	Companies (Incorporation) Amendment Rules, 2024 The latest amendment shown in MCA's consolidated text. Its date and G.S.R. number are not shown there. In April 2026 MCA also published a draft Companies (Incorporation) Amendment Rules, 2026 for comments. As of 27 October 2026 we found no notified final version. MCA consolidated text
Companies (Share Capital and Debentures) Rules, 2014 How a company issues and manages share capital and debentures: shares with differential voting rights, share certificates, sweat equity, preference shares, transfers, ESOPs, preferential allotment, bonus shares, buy-back, debentures and nomination.	G.S.R. 265(E) 31 March 2014	43, 46, 54, 55, 56, 61, 62, 63, 64, 67, 68, 70, 71, 72	SH-1, SH-2, SH-3, SH-4, SH-5, SH-6, SH-7, SH-8, SH-9, SH-10, SH-11, SH-12, SH-13, SH-14	Companies (Share Capital and Debentures) Amendment Rules, 2023 (21 January 2023) The latest amendment shown in MCA's consolidated text. MCA consolidated text
Companies (Acceptance of Deposits) Rules, 2014 What counts as a deposit, which companies may accept deposits and on what terms, and the annual return in Form DPT-3, which is due from companies holding deposits and from companies with outstanding receipts that are not deposits (such as loans from directors). Qualifying private companies are exempt from parts of section 73(2) under the 2015 private company exemption notification.	G.S.R. 256(E) 31 March 2014	73, 74, 76	DPT-1, DPT-2, DPT-3	Companies (Acceptance of Deposits) Amendment Rules, 2022 The latest amendment shown in MCA's consolidated text. The date is not shown there. MCA consolidated text
Companies (Management and Administration) Rules, 2014 Statutory registers, declarations of beneficial interest in shares, the annual return, general meetings (notice, proxies, e-voting, polls and postal ballot), filing of resolutions and minutes.	G.S.R. 260(E) 31 March 2014	88, 89, 92, 94, 96, 100, 101, 105, 108, 109, 110, 117, 118, 120, 121	MGT-1, MGT-2, MGT-3, MGT-4, MGT-5, MGT-6, MGT-7, MGT-7A, MGT-8, MGT-11, MGT-12, MGT-13, MGT-14, MGT-15	Companies (Management and Administration) Second Amendment Rules, 2023 The latest amendment shown in MCA's consolidated text. The date is not shown there. MCA consolidated text
Companies (Specification of Definitions Details) Rules, 2014 Details for definitions in section 2, including the paid-up capital and turnover limits for a small company (section 2(85)) and the classes of company that are not 'listed companies' (section 2(52)).	G.S.R. 238(E) 31 March 2014	2	—	Companies (Specification of Definitions Details) Amendment Rules, 2025, G.S.R. 880(E) (1 December 2025) Raised the small company limits to paid-up capital of ₹10 crore and turnover of ₹100 crore. MCA consolidated text
Companies (Restriction on Number of Layers) Rules, 2017 A company (other than the excluded classes, such as banks, NBFCs and government companies) may not have more than two layers of subsidiaries. Companies that already exceeded the limit had to report in Form CRL-1.	G.S.R. 1176(E) 20 September 2017 The G.S.R. number is not shown in MCA's e-book. Verify it against the Gazette.	2, 186	CRL-1	MCA's text shows no amendment to these rules. MCA consolidated text
Companies (Prospectus and Allotment of Securities) Rules, 2014 Prospectus contents, return of allotment (PAS-3), private placement (offer letter PAS-4, record PAS-5), demat of securities of unlisted public companies (rule 9A) and of private companies other than small companies (rule 9B), and the PAS-6 reconciliation.	G.S.R. 251(E) 31 March 2014	23, 26, 28, 33, 39, 42	PAS-1, PAS-2, PAS-3, PAS-4, PAS-5, PAS-6	Companies (Prospectus and Allotment of Securities) Amendment Rules, 2025 (12 February 2025) Allowed a private company that was not a small company on 31 March 2023 to comply with rule 9B (demat) by 30 June 2025. MCA text + Gazette reports
Companies (Issue of Global Depository Receipts) Rules, 2014 Conditions for issuing depository receipts abroad: board and special resolutions, and compliance with FEMA and the depository receipts scheme.	G.S.R. 252(E) 31 March 2014	41	—	Companies (Issue of Global Depository Receipts) Amendment Rules, 2020 (13 February 2020) MCA consolidated text
Companies (Listing of Equity Shares in Permissible Jurisdictions) Rules, 2024 Lets eligible unlisted public companies and listed public companies list equity shares directly on permitted international exchanges in an IFSC (GIFT City). Form LEAP-1 is filed after allotment.	G.S.R. no. not verified 24 January 2024	23	LEAP-1	Amendment history not read: MCA blocked further requests during this check. Not verified
Companies (Registration of Charges) Rules, 2014 Registration of a charge on the company's property within 30 days (CHG-1, or CHG-9 for debentures), with the further periods and fees allowed by section 77, plus satisfaction (CHG-4), receivers (CHG-6) and condonation of delay by the Regional Director (CHG-8).	G.S.R. 248(E) 31 March 2014	77, 78, 79, 82, 83, 85, 87	CHG-1, CHG-4, CHG-6, CHG-8, CHG-9	Companies (Registration of Charges) Second Amendment Rules, 2022, G.S.R. 664(E) (29 August 2022) MCA consolidated text
Companies (Significant Beneficial Owners) Rules, 2018 Identifies an individual holding at least 10% of shares, voting rights or distributable dividend, or exercising significant influence or control, directly or indirectly. The SBO declares in BEN-1, the company files BEN-2 and keeps a register in BEN-3, and the company issues notices in BEN-4.	G.S.R. 561(E) 13 June 2018 The G.S.R. number is not shown in MCA's e-book. Verify it against the Gazette. MCA's e-book shows 14 June 2018.	90	BEN-1, BEN-2, BEN-3, BEN-4	Companies (Significant Beneficial Owners) Amendment Rules, 2024 (15 July 2024) Substituted Form BEN-2. MCA text + Gazette reports
Companies (Declaration and Payment of Dividend) Rules, 2014 The conditions for declaring dividend out of free reserves when profits are inadequate (rule 3).	G.S.R. 241(E) 31 March 2014	123	—	Companies (Declaration and Payment of Dividend) Second Amendment Rules, 2015 (29 May 2015) MCA consolidated text
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 Transfer of unpaid dividend, matured deposits and debentures, and shares on which dividend is unclaimed for seven years, to the IEPF. Also covers statements of unclaimed amounts (IEPF-2) and how investors claim refunds (IEPF-5).	G.S.R. 854(E) 5 September 2016	124, 125	IEPF-1, IEPF-1A, IEPF-2, IEPF-4, IEPF-5	IEPF Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2025, G.S.R. 733(E) (1 October 2025) Substituted Form IEPF-5, effective 6 October 2025. MCA's consolidated text shows amendments only up to the Second Amendment Rules, 2024. Gazette reports (not yet in MCA text)

Accounts, audit and reporting

Rules	Notification	Act sections	MCA forms	Latest amendment
Companies (Accounts) Rules, 2014 Books of account (including electronic books, back-up and audit trail), the form and consolidation of financial statements, what the board's report must contain, filing of financial statements (AOC-4 family) and which companies must appoint an internal auditor.	G.S.R. 239(E) 31 March 2014	128, 129, 131, 133, 134, 135, 136, 137, 138	AOC-1, AOC-2, AOC-3, AOC-3A, AOC-4, AOC-4 CFS, AOC-4 XBRL, AOC-4 NBFC (Ind AS), AOC-5, CSR-2	Companies (Accounts) Second Amendment Rules, 2025, G.S.R. 357(E) (30 May 2025) In force from 14 July 2025 (board's report disclosures). MCA's consolidated text shows only the earlier Companies (Accounts) Amendment Rules, 2025, G.S.R. 317(E) dated 19 May 2025, which changed a rule 12(1B) date from 31 March 2025 to 30 June 2025. Gazette reports (not yet in MCA text)
Companies (Audit and Auditors) Rules, 2014 Appointment, rotation, removal and resignation of the statutory auditor, the extra matters an auditor must report on, and how an auditor reports a fraud.	G.S.R. 246(E) 31 March 2014	139, 140, 141, 143, 144, 147, 148	ADT-1, ADT-2, ADT-3, ADT-4	Companies (Audit and Auditors) Amendment Rules, 2025, G.S.R. 359(E) (30 May 2025) In force from 14 July 2025. MCA's text confirms the rule 13 changes and that effective date. The G.S.R. number and notification date come from published reports of the Gazette notification. Forms ADT-1 to ADT-4 were replaced. MCA text + Gazette reports
Companies (Indian Accounting Standards) Rules, 2015 Notifies the Ind AS, and which companies must follow them: listed companies and unlisted companies with net worth of ₹250 crore or more, plus their holding, subsidiary, associate and joint venture companies. Phased dates apply to NBFCs.	G.S.R. 111(E) 16 February 2015	133	—	Companies (Indian Accounting Standards) Third Amendment Rules, 2024, G.S.R. 602(E) (28 September 2024) The latest amendment shown in MCA's consolidated text. Later Ind AS amendment rules (2025 and 2026) have been reported but are not yet reflected there. MCA consolidated text
Companies (Accounting Standards) Rules, 2021 The accounting standards (AS) for companies that do not follow Ind AS, with relaxations for small and medium-sized companies.	G.S.R. 432(E) 23 June 2021 The G.S.R. number was not read from MCA. Verify it against the Gazette.	133	—	Companies (Accounting Standards) Amendment Rules, 2026, G.S.R. 169(E) Reported in compliance trackers. Not checked against the Gazette. Gazette reports (not yet in MCA text)
Companies (Cost Records and Audit) Rules, 2014 Which industries must keep cost records (CRA-1) and which must have a cost audit, based on turnover thresholds in rules 3 and 4. Covers the cost auditor's appointment (CRA-2), the cost audit report (CRA-3) and its filing in XBRL (CRA-4).	G.S.R. 425(E) 30 June 2014	148	CRA-1, CRA-2, CRA-3, CRA-4	Companies (Cost Records and Audit) Amendment Rules, 2017 The latest amendment shown in MCA's consolidated text. MCA consolidated text
Companies (Filing of Documents and Forms in XBRL) Rules, 2015 Which companies must file financial statements in XBRL: listed companies and their Indian subsidiaries, companies with paid-up capital of ₹5 crore or more or turnover of ₹100 crore or more, and companies under the Ind AS rules (banking, insurance, power and NBFC companies excluded).	G.S.R. 692(E) 9 September 2015	137	AOC-4 XBRL	MCA's consolidated text shows no amendment. The scope of AOC-4 XBRL was reported widened from 14 July 2025, so verify the current coverage. MCA consolidated text
Companies (Auditor's Report) Order, 2020 (CARO 2020) Extra matters the statutory auditor reports on under section 143(11). It does not apply to banking, insurance, Section 8 and OPC and small companies, or to certain private companies under limits on capital, borrowings and turnover.	S.O. 849(E) 25 February 2020 This is an Order, not Rules. The S.O. number was not read from MCA, so verify it against the Gazette.	143	—	Not verified
Companies (Corporate Social Responsibility Policy) Rules, 2014 Explains how CSR under section 135 is implemented: who may implement projects (registered entities file CSR-1), the CSR committee and policy, what counts as CSR expenditure, ongoing projects and unspent amounts, impact assessment, and reporting in the board's report annexure and Form CSR-2.	G.S.R. 129(E) 27 February 2014	135	CSR-1, CSR-2	Companies (Corporate Social Responsibility Policy) Amendment Rules, 2026, G.S.R. 415(E) (27 May 2026) Inserted rule 4A, allowing CSR through zero coupon zero principal instruments of not-for-profit organisations registered on a Social Stock Exchange. MCA consolidated text
National Financial Reporting Authority Rules, 2018 The companies and auditors that come under NFRA (including listed companies and large unlisted companies), and NFRA's powers of monitoring, enforcement and discipline. Two further NFRA rules cover its members' appointment (2018) and its meetings (2019).	G.S.R. no. not verified 13 November 2018	132	NFRA-1, NFRA-2	MCA's text shows no amendment. MCA consolidated text

Directors, board and management

Rules	Notification	Act sections	MCA forms	Latest amendment
Companies (Appointment and Qualification of Directors) Rules, 2014 Who must have a woman director or independent directors, independent director qualifications and the databank, DIN allotment, director KYC, disqualification, resignation and the register of directors and KMP.	G.S.R. 259(E) 31 March 2014	149, 150, 151, 152, 153, 154, 155, 156, 157, 160, 164, 168, 170	DIR-2, DIR-3, DIR-3 KYC Web, DIR-5, DIR-6, DIR-8, DIR-10, DIR-11, DIR-12	Companies (Appointment and Qualification of Directors) Amendment Rules, 2025, G.S.R. 943(E) (31 December 2025) In force from 31 March 2026: director KYC moves to once every three years. MCA's text confirms rules 11 and 12A were amended by the 2025 Amendment Rules. The G.S.R. number and date come from published reports of the Gazette notification. MCA text + Gazette reports
Companies (Meetings of Board and its Powers) Rules, 2014 Board meetings by video conferencing, resolutions by circulation, which companies need an audit committee, a nomination and remuneration committee and a vigil mechanism, directors' interest disclosures, loans and investments (section 186), and related party transaction thresholds (section 188).	G.S.R. 240(E) 31 March 2014	173, 175, 177, 178, 179, 180, 184, 185, 186, 187, 188, 189, 191	MBP-1, MBP-2, MBP-3, MBP-4	Companies (Meetings of Board and its Powers) Amendment Rules, 2025, G.S.R. 811(E) (3 November 2025) Substituted rule 11(2). MCA's text confirms rule 11 was amended by the 2025 Amendment Rules. The G.S.R. number and date come from published reports of the Gazette notification. MCA text + Gazette reports
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Return of appointment of MD, WTD or manager (MR-1), and which companies need whole-time KMP and a whole-time company secretary (rule 8A: paid-up capital of ₹10 crore or more). Also covers disclosure of remuneration ratios by listed companies, and the secretarial audit (MR-3) for listed companies, public companies with paid-up capital of ₹50 crore or turnover of ₹250 crore or more, and any company with bank or financial institution borrowings of ₹100 crore or more.	G.S.R. 249(E) 31 March 2014	196, 197, 203, 204	MR-1, MR-2, MR-3	Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2020 (3 January 2020) MCA consolidated text
Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 The online databank of independent directors kept by the Indian Institute of Corporate Affairs.	G.S.R. no. not verified 22 October 2019	150	—	Not verified

Restructuring, investigation and exit

Rules	Notification	Act sections	MCA forms	Latest amendment
Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 Schemes of compromise, arrangement, merger and demerger before the NCLT, the fast-track merger route under section 233 (rule 25), and cross-border mergers (rule 25A).	G.S.R. 1134(E) 14 December 2016	230, 231, 232, 233, 234	CAA-1 to CAA-16	Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025, G.S.R. 603(E) (4 September 2025) Widened the fast-track merger route in rule 25 and revised Forms CAA-9 to CAA-12. MCA text + Gazette reports
Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 Strike-off by the Registrar (notice STK-1) and voluntary strike-off by the company (STK-2, with indemnity bond STK-3 and statement of accounts STK-4).	G.S.R. 1174(E) 26 December 2016	248, 249, 250, 252	STK-1, STK-2, STK-3, STK-3A, STK-4, STK-5, STK-5A, STK-6, STK-7, STK-8	Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2025, G.S.R. 940(E) (31 December 2025) For government companies, the STK-3A indemnity bond is signed by an authorised officer of the administrative ministry. MCA text + Gazette reports
Companies (Inspection, Investigation and Inquiry) Rules, 2014 Procedure for inspections and investigations and the related applications.	G.S.R. 247(E) 31 March 2014	206, 207, 210, 212, 213, 216	—	MCA's text shows no amendment. MCA consolidated text
Companies (Arrests in connection with Investigation by Serious Fraud Investigation Office) Rules, 2017 Safeguards when SFIO arrests a person under section 212(8).	G.S.R. 1062(E) 24 August 2017	212	—	MCA's text shows no amendment. MCA consolidated text
Companies (Registered Valuers and Valuation) Rules, 2017 Registration of valuers with IBBI, the valuation examination and the valuers' code of conduct. Valuations required by the Act must be done by a registered valuer.	G.S.R. 1316(E) 18 October 2017	247	—	Companies (Registered Valuers and Valuation) Fourth Amendment Rules, 2018 (13 November 2018) The latest amendment shown in MCA's consolidated text. MCA consolidated text
Companies (Mediation and Conciliation) Rules, 2016 The Mediation and Conciliation Panel for disputes referred during proceedings before the Central Government, NCLT or NCLAT.	G.S.R. 877(E) 9 September 2016	442	MDC-1, MDC-2	MCA's text shows no amendment. MCA consolidated text
Companies (Winding Up) Rules, 2020 Procedure before the NCLT for winding up by the Tribunal under the Companies Act. Voluntary liquidation is now under the Insolvency and Bankruptcy Code instead.	G.S.R. no. not verified 24 January 2020	271, 272, 275, 290	—	Not verified
Producer Companies Rules, 2021 Rules for producer companies under Chapter XXIA (inserted in 2020).	G.S.R. no. not verified 11 February 2021	378A, 378ZU	—	Not verified
Companies (Revival and Rehabilitation of Sick Companies) Rules, 2014 Omitted. Chapter XIX (sections 253 to 269) was omitted with effect from 15 November 2016 and replaced by the Insolvency and Bankruptcy Code.	G.S.R. no. not verified 15 November 2016 This is the date of omission shown by MCA.	—	—	Omitted MCA consolidated text

Tribunals, authorities and fees

Rules	Notification	Act sections	MCA forms	Latest amendment
IEPF Authority (Appointment of Chairperson and Members, Holding Meetings and Provision for Offices and Officers) Rules, 2016 Constitution and meetings of the IEPF Authority.	G.S.R. 26(E) 13 January 2016	125	—	MCA's text shows no amendment. MCA consolidated text
IEPF Authority (Form and Time of Preparation of Annual Report) Rules, 2018, and (Form of Annual Statement of Accounts) Rules, 2018 Format of the IEPF Authority's own annual report and accounts.	G.S.R. no. not verified 11 October 2018	125	—	Not verified
Companies (Authorised to Register) Rules, 2014 Explains how a partnership firm, LLP, society or other body registers as a company under Part I of Chapter XXI (Form URC-1).	G.S.R. 257(E) 31 March 2014	366	URC-1	Companies (Authorised to Register) Amendment Rules, 2023 (19 January 2023) MCA consolidated text
Companies (Registration of Foreign Companies) Rules, 2014 Registration of a foreign company's place of business in India (FC-1), changes (FC-2), annual accounts (FC-3) and annual return (FC-4).	G.S.R. 266(E) 31 March 2014	380, 381, 382, 384, 386	FC-1, FC-2, FC-3, FC-4, FC-5	MCA's text shows no amendment. MCA consolidated text
Companies (Registration Offices and Fees) Rules, 2014 Registrar offices, electronic filing, inspection of documents, and the Annexure of filing fees and additional (late) fees for every e-form.	G.S.R. 268(E) 31 March 2014	396, 398, 399, 403	GNL-1, GNL-2, GNL-3, GNL-4	Companies (Registration Offices and Fees) Amendment Rules, 2026, G.S.R. 300(E) (21 April 2026) Revised the fee for DIR-3 KYC Web in the Annexure (nil if filed in time; a fee applies for late filing or DIN reactivation). MCA text + Gazette reports
Nidhi Rules, 2014 Requirements for a company to work as a Nidhi: membership, net owned funds and deposit limits, the NDH-4 declaration as a Nidhi, and half-yearly returns (NDH-3).	G.S.R. 258(E) 31 March 2014	406	NDH-1, NDH-2, NDH-3, NDH-4	Nidhi (Amendment) Rules, 2024, G.S.R. 413(E) (16 July 2024) A company may use 'Nidhi Limited' in its name only after it is declared a Nidhi under section 406(1). MCA text + Gazette reports
Companies (Adjudication of Penalties) Rules, 2014 How the adjudicating officer (Registrar) issues notice, holds inquiry and imposes penalty under section 454. Appeals go to the Regional Director in Form ADJ.	G.S.R. 254(E) 31 March 2014 Not read from MCA: MCA blocked further requests during this check. Verify it against the Gazette.	454	ADJ	Not verified
Companies (Miscellaneous) Rules, 2014 Includes the dormant company procedure under section 455 (MSC forms).	G.S.R. no. not verified 31 March 2014	455	MSC-1, MSC-3, MSC-4	Not verified
National Company Law Tribunal Rules, 2016 Practice and procedure before the NCLT: petitions, applications, fees and hearings.	G.S.R. 716(E) 21 July 2016	408, 419, 424	NCLT-1 to NCLT-18	MCA's text shows no amendment footnotes. MCA consolidated text
National Company Law Appellate Tribunal Rules, 2016 Practice and procedure before the NCLAT.	G.S.R. no. not verified 21 July 2016	410, 421	—	Not verified
National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016 Procedure before the NCLT for reduction of share capital.	G.S.R. no. not verified 15 December 2016	66	—	Not verified
Companies (Transfer of Pending Proceedings) Rules, 2016 Transfer of pending proceedings from High Courts and the CLB to the NCLT.	G.S.R. no. not verified 7 December 2016	434	—	Not verified
NCLT and NCLAT service rules (salary, terms of members, recruitment of staff, misbehaviour inquiry) Five sets of rules on the members and staff of the tribunals. They are relevant mainly to the tribunals themselves, not to companies.	G.S.R. no. not verified 21 September 2015	—	—	Not verified

How to read this list

Most rules were notified on 31 March 2014 and took effect from 1 April 2014, chapter by chapter, with the Act.
"Latest amendment" is the most recent amending notification we could confirm. MCA consolidated text means it appears in the Ministry's own updated rules. Gazette reports means it is notified but taken from published copies of the Gazette notification, because MCA's text had not caught up. Not verified means we have not yet confirmed the amendment history.
Fees for every e-form are in the Annexure to the Registration Offices and Fees Rules. Class exemptions for private, Section 8 and government companies are in the section 462 notifications.
The Corporate Laws (Amendment) Bill, 2026 is pending in Parliament. If it is passed, several rules will be amended to match.

Sources: Ministry of Corporate Affairs, Acts & Rules e-book (consolidated rules with amendment notes), and the Gazette of India notifications named on this page. This page is a plain-English guide, not the text of the rules. Check the current rule on the MCA portal before relying on it.