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Welcome to the January edition of the Corporate Legal Developments Newsletter. This issue provides a consolidated overview of key regulatory updates notified by the Ministry of Corporate Affairs and the Reserve Bank of India, focusing on recent amendments under the Companies Act, 2013, and changes to India's foreign exchange and reporting framework. It highlights important compliance-related developments, including revisions to corporate thresholds, procedural relaxations for filings, structural changes within the MCA ecosystem, and proposed reforms to ease regulatory processes for stakeholders. The newsletter also covers significant RBI updates impacting remittance reporting under the Liberalized Remittance Scheme, offering practical insights into evolving regulatory expectations for companies, financial institutions, and market participants.
MCA
Ministry of Corporate Affairs ("MCA") has amended the definition of 'small company' under the Companies Act, 2013 ("Act")
December 1, 2025: Vide Notification G.S.R. 880 (E), the MCA has amended the Companies (Specification of definition details) Rules, 2014 which further amends section 2(85) of the Act.
The amended definition now reads:
"(85) "small company'' means a company, other than a public company,-
- paid-up share capital of which does not exceed fifty lakh rupees or such higher amount as may be prescribed which shall not be more than ten crore rupees; and
- turnover of which as per profit and loss account for the immediately preceding financial year] does not exceed two crore rupees or such higher amount as may be prescribed which shall not be more than one hundred crore rupees:..."
Ministry of Corporate Affairs ("MCA") has amended Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 ("2016 Rules")
December 31, 2025: Vide Notification G.S.R. 940(E), the MCA has amended the 2016 Rules. The amendment consists of an addition of proviso in rule 4(3), which lays down the process for making an application for removal of the name of a company from the register of companies.
Applications for removal of names of companies are to be made in the prescribed Form STK 2, which shall be accompanied by certain documents (including indemnity bond in prescribed Form STK 3).
The proviso inserted by the amendment reads:
"Provided further that in case of any other Government Company, including its subsidiaries, the indemnity bond in Form STK-3A, in respect of one or more directors appointed or nominated by the Central Government or State Government, shall be given by an authorised representative not below the rank of Under Secretary or equivalent, in the administrative Ministry or Department of the Government of India or the State Government, as the case may be, on behalf of the Company."
Ministry of Corporate Affairs ("MCA") has relaxed additional fees and extended time period for filing of financial statements and annual returns under the Companies Act, 2013
December 30, 2025: In continuation of General Circular No. 06/2025 previously issued by the MCA, the MCA has, vide General Circular No. 08/2025, extended the timeline for annual filings by companies, i.e., e- Forms MGT7, MGT-7A, АОС-4, АОC-4 CFS, AOC-4 NBFC (Ind AS), AOC-4 CFS NBFC (Ind AS), AOC4 (XBRL), for the financial year 2024-25 up to January 31, 2026, without payment of additional fees.
Ministry of Corporate Affairs ("MCA") has changed the effective date of notifications establishing Registrars of Companies and Regional Directors
December 30, 2025: In furtherance of Notification S.O. 4850(E) and Notification S.O. 4852(E) dated October 23, 2025 ("October Notification(s)"), the MCA has, vide Notification S.O. 6112(E) and Notification S.O. 6115(E), changed the effective date of the October Notifications from January 1, 2025 to February 16, 2026.
The October Notifications were issued to establish Registrars of Companies and Regional Directors in certain offices and locations with jurisdictions as mentioned in the October Notifications. Now, the same shall be effective from February 16, 2026.
Link Here (October Notification).
Link Here (October Notification).
Ministry of Corporate Affairs ("MCA") has published consultation note filling up of data in SPICE+ Part B e-Form and linked e-forms during re-submission
December 31, 2025: In light of concerns raised by stakeholders filling data in e-form SPICe+ Part B, the MCA has published proposed changes to the resubmissions:
In case of resubmissions, both the SPICe+ Part B and the linked e-forms are to be made available with previously filled information that the user can edit accordingly, without the need to fill the entire information again; and
OTPs (On-time password) received on mobile and email from subscribers/directors at the time of resubmission shall be done away with. OTPs for the particular director/ subscriber shall be required only when their details are changed.
Suggestions on the proposed changes are sought from stakeholders, latest by January 15, 2026. Stakeholders have also been informed that they can submit any other suggestions on the issues faced during filling and resubmission process in the aforementioned form.
RBI
Reserve Bank of India ("RBI") has amended reporting requirements under the Liberalised Remittance Scheme ("LRS")
December 03, 2025: Vide A.P. (DIR Series) Circular No. 17 (RBI/2025-26/102), the RBI has revised the reporting mechanism under the LRS. AD Category-II banks / entities and Full-Fledged Money Changers ("FFMCs") have now been granted direct access to the Centralised Information Management System ("CIMS") and are required to independently submit the 'LRS Daily Return', including nil returns.
Earlier, LRS transactions undertaken by AD Category-II banks / entities and FFMCs were reported through AD Category-I banks. The revised framework enables AD Category-II banks / entities and FFMCs to verify PAN-wise cumulative LRS remittances made by resident individuals during the relevant financial year prior to processing further transactions. The revised reporting requirement will be effective from January 01, 2026, and the Master Direction - Reporting under the Foreign Exchange Management Act, 1999 is updated accordingly.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
