The corporate law landscape in India saw some major overhaul in the past year, be it processes moving online, insurance contracts getting transparent or listing of equity shares. Here is a list of the key changes, which corporate lawyers in India or professionals from a corporate law firm must be updated with to enable entities they advise remain legally compliant at all times. 

• Listing of Equity Shares in Permitted Jurisdictions

Companies (Listing of Equity Shares in Permissible Jurisdictions) Rules, 2024 were introduced allowing unlisted and listed public companies to issue and list equity shares abroad on permitted stock exchanges, including NSE IFSC. Eligibility requires companies to be unlisted, with no partly paid-up shares, and excludes companies like Section 8, Nidhi, and those with outstanding deposits or negative net worth. Companies must file a prospectus in e-Form LEAP-1 within seven days of submission to the stock exchange. Listed companies must comply with Indian Accounting Standards alongside foreign requirements.

• Rule 25A Amended to Facilitate Reverse Flipping

A noteworthy amendment to Rule 25A of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016 has been introduced by the Ministry of Corporate Affairs on September 9th, 2024, with the addition of subrule (5).  The new subrule outlines the process to be followed in case of a merger or amalgamation between a transferor foreign company incorporated outside India being a holding company and the transferee Indian company being a wholly owned subsidiary company incorporated in India. The amendment mandates the prior approval of the RBI for both the companies, application to the Central Government, and compliance with Section 233 by the transferee Indian company. Read More. 

• Central Processing Centre

Companies (Registration Offices and Fees) Amendment Rules, 2024 was issued in February 2024 adding Rule 10A which introduced the Central Processing Center (CPC) to process certain e-Forms and applications under the Companies Act, 2013. The CPC will process filings within 30 days, unless additional approvals are required. The CPC will handle applications related to resolutions (MGT-14), alteration of share capital (SH-7), company name change (INC-24), conversion (INC-6, INC-27), revocation of Section 8 license (INC-20), deposits (DPT-3), dormant company status (MSC-1, MSC-4), and buy-back (SH-8, SH-9, SH-11). The territorial jurisdiction for applications outside CPC’s scope remains with the Registrar of Companies (RoCs).

• E-adjudication of Penalties

In September 2024, the Companies (Adjudication of Penalties) Rules, 2014 was amended to insert a new Rule 3A introducing the e-Adjudication platform mandating that all adjudication proceedings, such as issuing notices, filing replies, hearings, witness attendance, orders, and penalty payments of adjudicating officers and regional directors shall be done electronically through the platform. In case of unavailability of email address, notices will be sent by post to the last known address. If no address is available, the notice will be uploaded on the e-adjudication platform. Additionally, the existing Annexure for filing appeals against adjudication orders has been replaced with a new format, requiring details of penalties, grounds of appeal, and necessary documentation.

Subsequently, a clarificatory amendment was published in October adding a proviso specifying that pending proceedings would be continued in the old process i.e. offline.  

• Voluntary LLP Strike-off

On August 5, the Ministry of Corporate Affairs (MCA) notified amendments to the Limited Liability Partnership Rules, 2009, aimed at reducing the time required for LLP closures. Effective August 27, all applications for the voluntary strike-off of LLPs must be processed through the Centre for Processing Accelerated Corporate Exit (C-PACE).

• IND AS 117 and 116

In August 2024, the Companies (Indian Accounting Standards) Rules, 2015, was amended introducing IND AS 117 establishing principles for the recognition, measurement, presentation and disclosure of insurance contracts. It primarily updated references and transitional provisions in Ind AS 101, 103, 105, 107, and 109 due to the introduction of Ind AS 117. Entities must apply IND AS to insurance contracts, reinsurance contracts and investment contracts with discretionary participation features. However, some restrictions were placed on the usage in warranties in case of sale, employment and retirement benefit plans, contingent payments, residual value guarantees, credit card contracts, etc. 

Two months later, the rules were again amended putting implementation of IND AS 117 was kept in abeyance till the insurance regulator, IRDAI gave its nod. This has brought back IND AS 104. 

In September, the treatment of leaseback transaction was also updated with the addition of 102A to Ind AS 116. It mandated that after the commencement date, seller-lessees are required to apply specific paragraphs (29–35 and 36–46) to right-of-use assets and lease liabilities arising from sale and leaseback transactions.

• Investor Education and Protection Fund Authority

Few amendments were made to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 in July and September. The July changes included updating IEPF form references, replacing IEPF-3 with IEPF-4 and IEPF-7 with IEPF-1. Rule 6 and 6A now mandate online remittance to the IEPF Authority instead of a PNB account, with deadlines based on due dates rather than enforcement dates. Forms IEPF-1, IEPF-1A, and IEPF-2 are replaced with new versions. September changes included the replacement of the term “shares” with “securities” in relevant provisions of the IEPF Rules, 2016, allowance of a legal heir certificate issued by a Tahsildar for securities transmission, increase in the monetary threshold for certain claims from ₹5,00,000 to ₹15,00,000, mandatory additional documentation like indemnity bonds and NOCs from non-claimant legal heirs, obtaining a special contingency insurance policy to cover risks related to verification reports for securities claims under Rule 7.

The Investor Education and Protection Fund Authority (Form of Annual Statement of Accounts) Rules, 2018 were also amended in October 2024 to replace the term “one Member” with “the Chief Executive Officer” in Rule 5(2). This change clarifies that the CEO, instead of any member, is responsible for relevant financial matters.

• Other Changes

• The rule 9(B) of the Companies (Prospectus and Allotment of Securities) Amendment Rules, 2024 which deals with issue of securities in demat form by private companies was also amended in September. The amendment clarified that producer companies that are not small companies have five years to issue securities in demat form and facilitate dematerialisation of all their securities.

• Companies (Registration of Foreign Companies) Rules, 2014 was amended in August, 2024, mandating that foreign companies deliver registration documents in Form FC-1 to the Registrar, Central Registration Centre under Rule 8(1).

• The word “Nidhi” has been omitted from the list of restricted words that require prior approval for company name incorporation. Nidhi Limited may only be used by companies declared so under Section 406(1) of the Companies Act, 2013. This was expressly mandated through an amendment in July, 2024. 

• Companies (Appointment and Qualification of Directors) (Amendment) Rules, 2024 was amended in July to enable directors to update their mobile number or email address by submitting the e-form DIR-3 KYC at any time during the financial year.
• Specified Companies (Furnishing of information about payment to micro and small enterprise suppliers) Order, 2019 was amended in July 2024 requiring companies with pending payments to micro or small enterprises for over 45 days to file MSME Form-1. A new version of MSME Form-1 mandates half-yearly returns detailing delayed payments, reasons, and payment modes. 
• A new version of Form MGT-6 has been introduced for filing returns on beneficial ownership of shares under Section 89(6) of the Companies Act, 2013. The updated form requires detailed disclosures of both the registered and beneficial owners, including PAN, passport, mobile, email, and other details. 
• A new version of Form BEN-2 has been introduced for companies to report Significant Beneficial Ownership (SBO) declarations to the ROC under Section 90(4) of the Companies Act, 2013. The updated form requires disclosures on new SBOs, changes, cessation of SBO status, and details of control through shares, voting rights, dividends, or influence.
• Amendments were made to the Rule 12 (1B) of the Companies (Accounts) Rules, 2014 providing for the separate filing of the Form CSR-2 on or before December 31, 2024, which was again revised to March 31, 2025. This requirement of separate filing of this form after filing Form AOC-4 or AOC-4 XBRL or AOC-4 NBFC (Ind AS) has been in place since FY 2020-21. 

Corporate law firms in India offer legal consultancy services on various corporate matters including regular corporate compliance. They have corporate lawyers, contract drafting attorneys, company law advisors, corporate dispute lawyers and similar experts who offer support on various aspects of corporate functionalities including banking and finance, competition laws, employment matters, mergers and acquisitions and much more. 

Disclaimer: The contents of this publication are for general information only and should not be relied upon as a substitute for professional legal advice, which should always be sought in relation to any specific matter prior to acting in reliance upon any such information.