The Companies Act, 2013, is the governing law of the companies incorporated and situated in India. It outlines the requirements for establishing, managing, and operating companies in India. Since the time of its enactment, the law has been updated numerous times to align with modern business needs, emerging technologies, and global standards.
In 2025, the Ministry of Corporate Affairs (MCA) introduced several changes in the Act, 2013, to:
- Improve compliance.
- Increase transparency.
- Strengthen disclosures.
- Make company operations smoother.
This guide shall help you understand key changes introduced in 2025 in the Companies Act, 2013.
The 2025 changes have mandated that companies are now required to make stricter disclosures in the Board Report. The report must clearly state whether the company is complying with labour laws and workplace ethics. Several forms are shifted from V2 to V3 portal.
Importance of changes
- Better governance – Companies now have to share more details about how they are run, including cases of workplace harassment and maternity benefits. This makes management more accountable.
- Faster processes – New rules make mergers, restructuring, and even reverse mergers for startups quicker and easier. This saves time and helps businesses grow.
- More digital compliance – Most company forms have moved to the new online V3 portal. This reduces mistakes, saves paperwork, and makes filings easier to track.
- More trust from investors – Since companies now have to file updated and accurate information, banks, investors, and business partners can trust them more.
- Stricter compliance culture – Companies must now file certain changes (like new directors or auditors) within 7 days. Late filings attract daily fines, and repeat offenders pay double penalties.
- Ease of doing business – By extending deadlines (like CSR-2 filing and dematerialisation of shares) and digitising forms, the rules reduce unnecessary stress for businesses.
- Global standards – These changes bring India closer to international rules on transparency and corporate governance, which makes Indian companies more attractive worldwide.
- Employee protection – Companies must now clearly report how they handle workplace complaints and maternity benefits. This makes offices safer and more supportive for workers.
- Boost for startups – The new rules encourage Indian startups that had shifted abroad to come back by making reverse mergers and compliance simpler.
- Government support – The MCA has also set up a dedicated team to handle issues with the compliance portal, showing that the government wants to help businesses follow the rules smoothly.
What has changed in 2025?
1. Details to be mentioned in the Board Report
Number of sexual harassment complaints received, resolved, and pending over 90 days. A statement confirming that the company has complied with the Maternity Benefit Act, 1961.
2. Revised Form INC-22A (Active Company Verification):
In the form INC-22A, the companies have to now provide:
- A verified address of the office with proper geo-coordinates.
- A photograph of the office with directors or key managerial personnel present.
- Verification done via OTP on the registered email ID of the company.
This change is important to ensure that the “shell companies” or fake companies without real offices should not operate its business.
3. Details of the directors to be mandatorily disclosed:
Companies are obligated to ensure that the details of the directors of the company are accurately updated. If a company has more directors than the law allows, a new filing must be made to regularise the position.
4. Penalties and compliance changes:
The 2025 amendments introduced a new framework for penalties. The penalty amount now depends on the size of the company and the seriousness of the violation. For example, a large company pays a higher fine than a small company for the same offence.
- Statutory filings such as change of directors, auditor appointments, and other board decisions must now be reported within 7 days of making changes, instead of the earlier 30 days.
- If companies repeatedly fail to comply, double penalties are imposed for repeated offences within three years.
- Adjudicating officers have been given more powers in the latest amendment. They have to decide cases within 90 days, and appeals must be filed within 30 days of the decision.
5. Fast-Track Mergers and Corporate Restructuring:
The government has also tried to make mergers and restructuring easier.
- The scope of companies eligible for fast-track mergers has been expanded. This includes more classes of companies such as startups and small companies.
- Reverse mergers (where a smaller company merges into a larger one, especially useful for startups) have been simplified.
- Provisions for merging LLPs (Limited Liability Partnerships) with companies have also been made easier.
6. Corporate Social Responsibility (CSR) and Board Independence:
CSR and board governance also saw changes in 2025
- Companies must now file more detailed CSR reports in a revised CSR-2 form. Deadlines for CSR filings have been made stricter.
- Boards of companies and their auditors must now follow tighter audit trail rules. Independent directors and auditors have to maintain strict independence and cannot have conflicting interests.
7. Dematerialisation of Shares:
Dematerialisation refers to the conversion of physical share certificates into an electronic form. Earlier, private companies were required to convert their physical shares into dematerialised form by 2024. This deadline has now been extended to 30 June 2025.
8. Migration of e-Forms from V2 to V3 Portal:
MCA shifted many statutory e-Forms from the Version 2 (V2) portal to the Version 3 (V3) portal.
- Accounts Forms: AOC-1, AOC-2, AOC-4, AOC-4 CFS, AOC-4 NBFC (Ind AS), AOC-4 CFS NBFC (Ind AS)
- Management & Administration Forms: MGT-7, MGT-7A, MGT-15
- Audit Forms: ADT-1, ADT-2, ADT-3, ADT-4
- Cost Audit Forms: CRA-2
- General Filing Forms: GNL-1
9. CSR-2 Filing Deadline Extended:
Companies now have until June 30, 2025, instead of March 31, 2025, to file CSR-2 for FY 2023-24.
10. New e-Forms:
Companies must file extracts of the Board Report and Auditor’s Report (Standalone & Consolidated) along with financial statements.
11. Attachment:
Companies must now attach signed financial statements in PDF format with AOC-4 XBRL filings.
Implications of the 2025 Amendments
For Companies
- Companies now need to be more disciplined with compliance. Delays in filings will lead to heavy fines.
- They must strengthen their internal compliance teams or rely on professional advisors to keep track of deadlines.
For Directors and Officers
- Directors can no longer hide behind technical gaps. If they fail to comply, they face personal liability and penalties.
- Their responsibilities towards CSR and disclosure of company activities have increased.
For Investors and Shareholders
- Investors now have more reliable, up-to-date, and transparent information about companies.
- This will increase investor confidence, especially among foreign investors looking for strong corporate governance in India.
For Banks and Creditors
- Since company records and filings will always be updated, banks can now make lending decisions more confidently.
