Companies Act · Applicability

Companies Act Thresholds at a Glance — Which Rules Apply to Your Company

Companies Act obligations do not switch on at one size. They switch on at different, unrelated thresholds — ₹5 crore here, ₹10 crore there, ₹35 crore, ₹50 crore, ₹100 crore — and some measure paid-up capital, some turnover, some borrowings. This page puts them in one table and shows where they collide.

Short answer

Being a small company does not switch off the other thresholds. A company can be small and still need XBRL (paid-up capital ₹5–10 crore), still need a whole-time company secretary (exactly ₹10 crore), and possibly still need MGT-8 (turnover ₹50–100 crore, or capital of exactly ₹10 crore — the unresolved overlap).

The numbers below are current as at 1 October 2026. A Corporate Laws (Amendment) Bill is pending that would change some of them; it is not law.

The master table

Rule	Who is caught	Threshold	Page
Small company	A company other than a public company; not a holding, subsidiary, section 8 or special-Act company	Paid-up capital up to ₹10 crore and turnover up to ₹100 crore	Small company
MGT-7 / MGT-7A	MGT-7A for a One Person Company or small company; MGT-7 for the rest	—	MGT-7A guide
MGT-8 certificate	Listed companies; others at either limit	Paid-up capital ₹10 crore+ or turnover ₹50 crore+	MGT-8
Whole-time company secretary	Listed; public and private companies	Paid-up capital ₹10 crore+ (listed: any)	Whole-time CS
XBRL (AOC-4 XBRL)	Listed and subsidiaries; others at any limit; Ind AS companies	Paid-up capital ₹5 crore+ or turnover ₹100 crore+	XBRL
Cost records	Companies in Table A or B sectors	Overall turnover ₹35 crore+	Cost audit
Cost audit	Table A: regulated sectors. Table B: others	A: ₹50 crore overall and ₹25 crore product. B: ₹100 crore and ₹35 crore	Cost audit
Auditor appointment and ADT-1	Every company	ADT-1 within 15 days of the appointing meeting	ADT-1
Auditor rotation	Listed; unlisted public; private; high borrowers. Not OPC or small company	Unlisted public ₹10 crore+; private ₹50 crore+; borrowings or deposits ₹50 crore+	Rotation
CSR	Companies meeting any one limit	Net worth ₹500 crore+, turnover ₹1,000 crore+ or net profit ₹5 crore+	CSR calculator
EPFO and ESIC	Companies incorporated through SPICe+ since 15 February 2020 get codes automatically; coverage depends on headcount	See the pages	EPFO & ESIC

What is pending

Corporate Laws (Amendment) Bill, 2026 — not law

Introduced in the Lok Sabha on 23 March 2026 and referred to a Joint Parliamentary Committee, which presented its report on 3 August 2026. We found no sign it had been passed as of 1 October 2026. According to published summaries it would, among other things:

• raise the small-company limits to ₹20 crore and ₹200 crore, and cut small-company board meetings from two a year to one;
• raise the CSR net-profit trigger from ₹5 crore to ₹10 crore (the committee recommended removing the Government’s power to revise it);
• let the Government exempt prescribed classes of companies from appointing an auditor (the committee recommended limiting that to private companies);
• add new provisions on cost accounting standards and penalties under section 148, and a new route for a whole-time key managerial person to resign.

On the analyses we read, it does not change MGT-8, the company secretary thresholds, XBRL applicability or the rotation classes. If it passes, we will update the table.

The overlaps that catch people out

Small company and MGT-8 — unresolved. A small company may have turnover up to ₹100 crore and files the abridged MGT-7A, but rule 11(2) requires an MGT-8 certificate at turnover of ₹50 crore or more, or paid-up capital of ₹10 crore or more (so a small company at exactly ₹10 crore is also caught), and has no small-company exception. No MCA clarification exists that we could find. Details.
Small company and XBRL. A small company with paid-up capital of ₹5–10 crore must file in XBRL.
Small company and company secretary. A private company at exactly ₹10 crore of paid-up capital is both small and caught by rule 8A.
Same number, different test. ₹10 crore is the small-company capital ceiling, the MGT-8 capital limit, the whole-time CS limit and the unlisted-public rotation limit. ₹50 crore is the MGT-8 turnover limit, the private-company internal-financial-controls turnover test, the Table A cost audit turnover test, and both the private-company capital limit and the borrowings figure in the rotation rule. Before you rely on a number, check which test it belongs to.
Paid-up capital versus authorised capital. Every capital test above is paid-up capital, never authorised.

Three illustrations

These are illustrations built from the thresholds above, not advice for any particular company.

A private company: paid-up capital ₹1 crore, turnover ₹8 crore, no public borrowings

Small company. Files MGT-7A. No MGT-8, no whole-time company secretary, no XBRL, no rotation, no cost records (turnover below ₹35 crore). It still appoints an auditor and files ADT-1.

A private company: paid-up capital ₹12 crore, turnover ₹60 crore

Not small, because paid-up capital is above ₹10 crore. Files MGT-7 with an MGT-8 certificate (on either limb). Needs a whole-time company secretary (₹10 crore or more) and files in XBRL (₹5 crore or more). No rotation unless paid-up capital reaches ₹50 crore or borrowings or deposits reach ₹50 crore. Cost records and cost audit depend on whether its product is in Table A or Table B and on its turnover from that product.

An unlisted public company: paid-up capital ₹10 crore

Never small, because a public company is outside the definition. Needs a whole-time company secretary under rule 8, an MGT-8 certificate (paid-up capital of ₹10 crore or more), XBRL, and auditor rotation.

If you run an LLP

None of this applies to an LLP as written; an LLP has its own, much lower, thresholds. See which company-law rules do not apply to an LLP.

FAQ

Which Companies Act thresholds should a private company check first?

Paid-up share capital against ₹5 crore (XBRL), ₹10 crore (small company ceiling, MGT-8, whole-time company secretary) and ₹50 crore (auditor rotation for private companies), and turnover against ₹50 crore (MGT-8), ₹100 crore (small company ceiling, XBRL) and ₹35 crore (cost records, for covered sectors).

Does a small company have to file MGT-8?

Unresolved for a small company with turnover of ₹50–100 crore, or paid-up capital of exactly ₹10 crore. Rule 11(2) has no small-company exception, but MGT-7A carries no certificate. See the MGT-8 page.

Does being a small company exempt us from XBRL?

No. XBRL applies at paid-up capital of ₹5 crore or turnover of ₹100 crore, and a small company can have ₹5–10 crore of paid-up capital.

Are these limits going to change?

A pending Bill would change some of them — the small-company limits, the CSR net-profit trigger and small-company board meetings among them. It has not been passed as of 1 October 2026.

Do the same thresholds apply to an LLP?

No. An LLP has its own tests, at much lower figures. See the llpconsultant.com explainer.

Sources: the pages linked above, each of which sets out its own sources and the points we could not confirm; Corporate Laws (Amendment) Bill, 2026 and the report summary of the Joint Parliamentary Committee (PRS Legislative Research), with professional analyses. The CSR figures are those on our CSR calculator.

Position as at 1 October 2026, based on the Companies Act, 2013 and the rules cited on each linked page. Guidance, not legal advice.