Indian corporate law guide

Companies Act 2013: Section-wise Guide, ROC Procedures and Compliance Due Dates

The Companies Act, 2013 governs incorporation, management, reporting and regulation of companies in India. This guide explains important statutory provisions, Registrar of Companies (ROC) procedures, annual filings and links to detailed articles and official resources.

Important: The Companies Act, 2013, as amended, is the principal legislation for companies in India. The Companies Act, 1956 remains relevant chiefly to historical matters and provisions saved under applicable law. Filing requirements may differ by company class, exemption, financial year and MCA notification. Always confirm the current text, rules, forms and extensions before filing.

1. Companies Act, 2013: Legal framework and key definitions

The Companies Act, 2013 establishes the legal framework for Indian companies, supplemented by rules, notifications, circulars and applicable securities regulations. Section 2 defines important terms, including company (section 2(20)), private company (section 2(68)), public company (section 2(71)), small company (section 2(85)) and one person company (section 2(62)). Eligibility thresholds and exemptions should be checked against the latest notified rules.

Section 3 concerns formation of companies; section 7 addresses incorporation; section 10A deals with commencement of business for companies to which it applies; and section 12 concerns the registered office. Section 8 provides for eligible not-for-profit companies.

2. Incorporation and registration with the ROC

Company registration is administered through the Ministry of Corporate Affairs (MCA), generally using its integrated SPICe+ incorporation services. Applicants ordinarily address name reservation, constitutional documents, declarations, registered-office information, directors' identification and linked registrations, as applicable.

Under section 4, a company's memorandum states its name and other prescribed particulars. Sections 13 and 14 regulate alteration of the memorandum and articles, respectively. Section 61 covers specified alterations of share capital, subject to the articles and statutory conditions.

3. Board meetings, directors and corporate governance

Section 173 governs meetings of the board. Generally, a company must hold its first board meeting within 30 days of incorporation and at least four meetings in a year, with no more than 120 days between two consecutive meetings, subject to statutory relaxations for eligible classes. Section 174 specifies board-meeting quorum. Section 179 addresses board powers, while section 180 imposes shareholder-approval requirements for certain powers in cases where it applies.

Section 166 sets out directors' duties, including acting in good faith and exercising due and reasonable care, skill and diligence. Sections 184 and 188 address disclosure of interests and related-party transactions, respectively.

The former section 293 of the 1956 Act should not be treated as the current provision; consult sections 179 and 180 of the 2013 Act for the present framework.

4. Annual accounts, annual return and ROC compliance

Section 92 requires an annual return containing prescribed company particulars. Section 96 deals with annual general meetings (AGMs), including the general requirement to hold an AGM within six months after the financial year closes, subject to the first-AGM rule and lawful extensions. Section 129 governs financial statements; section 134 addresses board approval and the board's report; and section 137 governs filing financial statements with the ROC.

Common annual forms include AOC-4 (and applicable variants) for financial statements and MGT-7 or MGT-7A for annual returns, depending on eligibility. Other filings, such as DPT-3, MSME-1, DIR-3 KYC and event-based forms, apply only when the relevant legal conditions are met.

Legacy forms used under the 1956 Act are not substitutes for the current MCA forms under the 2013 Act.

5. Important ROC filing due dates

Compliance	Principal provision	General deadline
First board meeting	Section 173	Within 30 days of incorporation, subject to applicable exemptions
First AGM	Section 96	Within nine months from the close of the first financial year
Subsequent AGM	Section 96	Within six months of financial year-end, subject to the statutory interval and extensions
Financial statements: AOC-4 / applicable variant	Section 137	Generally within 30 days of the AGM; special rules apply in certain circumstances
Annual return: MGT-7 / MGT-7A	Section 92	Generally within 60 days of the AGM or the date on which it should have been held
Commencement declaration: INC-20A, where applicable	Section 10A	Within 180 days of incorporation
Change in registered office	Section 12 and applicable rules	Generally notify the ROC within 30 days of a change; special procedures may apply

These are general statutory timelines, not a calendar of confirmed 2026 extensions. Due dates may vary for OPCs, specified IFSC companies, government companies, other exempt classes and special circumstances. Check the latest MCA notifications and form instructions.

6. Section-wise articles and specialist procedures

Share capital, dividends and company finance

Procedure to increase authorized share capital and file ROC documents — see sections 61 and 64.
Interim and final dividends: procedures and formalities — see sections 123 to 127 and applicable SEBI requirements.
Political contributions under former section 293A (historical reference) — the current statutory framework includes section 182 of the 2013 Act, subject to subsequent judicial decisions and applicable law.

Promoters, historical developments and company legislation

Section 2(69) defines a promoter for purposes of the 2013 Act. Historical articles linked above provide background and should be read alongside the current statute rather than relied on as present-day filing instructions.

7. Official legal texts, rules and filing resources

For authoritative statutory texts and current electronic filing instructions, consult the Ministry of Corporate Affairs (MCA), the India Code legislative database, the Gazette of India for notifications and amendments, and SEBI for requirements applicable to listed entities. The MCA portal provides access to company e-forms, services, circulars, rules and filing guidance.

This article is general educational information and is not a substitute for professional advice on a particular transaction, company or filing.