What changes at conversion and listing
| Requirement | Reference | Listed company | Unlisted public or private company |
|---|---|---|---|
| Independent directors | s.149(4); Rule 4 | At least one-third of the board | Unlisted public: 2 if paid-up ≥ ₹10 cr, turnover ≥ ₹100 cr or borrowings > ₹50 cr |
| Woman director | s.149(1); Rule 3 | Mandatory | Public company with paid-up ≥ ₹100 cr or turnover ≥ ₹300 cr |
| ID databank and test | s.150; Rule 6 | Register with IICA; pass the proficiency test unless exempt by experience | Same |
| KMP | s.203; Rule 8 | MD/CEO/WTD, CFO and company secretary | Public company with paid-up ≥ ₹10 cr; whole-time CS at paid-up ≥ ₹10 cr for any company |
| Audit committee, NRC | s.177, s.178 | Mandatory | Public companies at the ID thresholds |
| Stakeholders relationship committee | s.178(5) | More than 1,000 security holders | Same |
| Vigil mechanism | s.177(9) | Mandatory | Deposit-takers; bank borrowings above ₹50 cr |
| Internal auditor | s.138; Rule 13 | Mandatory | Unlisted public: paid-up ≥ ₹50 cr, turnover ≥ ₹200 cr, borrowings > ₹100 cr or deposits ≥ ₹25 cr. Private: turnover ≥ ₹200 cr or borrowings > ₹100 cr |
| Secretarial audit (MR-3) | s.204; Rule 9 | Mandatory | Public: paid-up ≥ ₹50 cr or turnover ≥ ₹250 cr; any company with borrowings ≥ ₹100 cr |
| E-voting | s.108; Rule 20 | Mandatory | 1,000 or more members |
| Auditor rotation | s.139(2); Rule 5 | Individual 5 years; firm two terms of 5 years | Unlisted public paid-up ≥ ₹10 cr; private paid-up ≥ ₹50 cr; any company with borrowings ≥ ₹50 cr |
| Annual return certified by PCS (MGT-8) | s.92(2); Rule 11 | Mandatory | Paid-up ≥ ₹10 cr or turnover ≥ ₹50 cr |
| Report on the AGM (MGT-15) | s.121 | Within 30 days of the AGM | Not required |
| Borrowing and asset-sale limits | s.180 | Special resolution above paid-up + free reserves + premium | Private companies exempt; applies on conversion |
| Loans to directors | s.185 | Restricted; s.185(2) route needs a special resolution | Private companies meeting the 2015 conditions exempt |
| Related party contracts | s.188; AOC-2 | Applies; interested members cannot vote | Private companies have relaxations |
| Loans and investments | s.186 | Above 60% of paid-up + free reserves + premium, or 100% of free reserves + premium, needs a special resolution | Same |
| CSR | s.135 | Net worth ≥ ₹500 cr, turnover ≥ ₹1,000 cr or net profit ≥ ₹5 cr | Same |
| Demat of securities | Rule 9A / 9B | Depository regime | Unlisted public: all securities, PAS-6 half-yearly. Private non-small: deadline was 30 June 2025 |
A listed company can never be a small company, so none of the small-company relaxations survive listing.
Converting private to public
- Board meeting to approve conversion, altered MoA and AoA and to call an EGM.
- EGM: special resolution under s.14 to drop "Private" and adopt public-company articles.
- MGT-14 within 30 days of the resolution.
- INC-27 within 15 days of the resolution; the RoC issues a fresh certificate of incorporation.
- Bring the company to at least 3 directors and 7 members, then appoint IDs, KMP and committees as the thresholds require.
- Get ISINs, move all securities to demat and start PAS-6.
Event-based forms
| Event | Form | Time limit |
|---|---|---|
| Special or specified resolution | MGT-14 | 30 days |
| Director or KMP appointed or ceases | DIR-12 | 30 days |
| Allotment | PAS-3 | 15 days for private placement; 30 days otherwise |
| Change in share capital | SH-7 | 30 days |
| Charge created or modified | CHG-1 | 30 days; up to 60 more with additional fee |
| Significant beneficial owner declaration received | BEN-2 | 30 days of BEN-1 |
| Change of registered office | INC-22 | 30 days |
| Auditor appointed at AGM | ADT-1 | 15 days |
| Conversion private to public | INC-27 | 15 days of the resolution |
Annual cycle
With a 30 September AGM: ADT-1 by 15 October, AOC-4 (XBRL for listed) with CSR-2 by 30 October, MGT-15 by 30 October, MSME-1 by 31 October, MGT-7 with MGT-8 by 29 November. DPT-3 by 30 June; DIR-3 KYC once every three years (next 30 June 2028 for compliant directors). Directors' MBP-1 and DIR-8 at the first board meeting of each year. All with next due dates in the compliance chart.
2025-26 amendments
- Small company limits raised to paid-up ≤ ₹10 cr and turnover ≤ ₹100 cr (G.S.R. 880(E), 1 December 2025). Many private companies fall out of the Rule 9B demat mandate as a result.
- Board report (Companies (Accounts) Second Amendment Rules 2025, from 14 July 2025): POSH complaints received, disposed of and pending over 90 days; Maternity Benefit Act compliance statement; employee gender split.
- Revised V3 forms from 14 July 2025: AOC-4 takes extracts of the board and audit reports and secretarial audit qualifications; MGT-7 adds debenture indebtedness and shareholder categories; MGT-15 revised.
- DIR-3 KYC once every three financial years from 31 March 2026, plus on any change within 30 days.
- Fast-track mergers widened on 8 September 2025 to more unlisted companies, fellow subsidiaries and demergers. Listed companies still cannot be the transferor.
- CSR (May 2026): up to 10% of CSR spend can go through zero-coupon zero-principal instruments on the Social Stock Exchange. Thresholds unchanged.
Corporate Laws (Amendment) Bill 2026 proposed
Introduced in the Lok Sabha on 23 March 2026; the Joint Parliamentary Committee reported on 3 August 2026. Not yet passed. Main proposals:
- Small company ceiling in the Act up to ₹20 cr capital and ₹200 cr turnover.
- CSR net-profit trigger raised from ₹5 cr to ₹10 cr.
- Virtual and hybrid AGMs, with a physical meeting at least once in three years.
- Fast-track merger approval cut from 90% to 75%.
- Tighter independence tests for IDs; NFRA registration for auditors of specified companies.
- More offences decriminalised, with a settlement mechanism.
Items marked verify rest on secondary sources or conflicting reports; check them against the primary text before relying on them. Items marked proposed are not law yet.