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Last Updated: 20 March 2026 | Applicable Law: Companies Act, 2013 & Companies (Amendment) Rules, 2026 | Tracker Period: January–December 2026 The Ministry of Corporate Affairs (MCA) continues to reshape corporate compliance in India through a combination of rule amendments, new e-forms, portal migrations, and amnesty schemes. At.
Last Updated: 20 March 2026 | Applicable Law: Companies Act, 2013 & Companies (Amendment) Rules, 2026 | Tracker Period: January–December 2026
The Ministry of Corporate Affairs (MCA) continues to reshape corporate compliance in India through a combination of rule amendments, new e-forms, portal migrations, and amnesty schemes. At Virtual Auditor, we track every significant MCA notification and Companies Act amendment in 2026 through this quarterly regulatory tracker. Whether you are a company secretary managing annual filings, a director assessing compliance obligations, or a CA advising on corporate restructuring, this article is your single-window reference for all Companies Act changes in 2026.
Key Companies Act amendments in 2026 include: MCA V3 portal full migration with all forms now on the new platform, CFSS 2026 (Company Fresh Start Scheme) for condoning filing delays, revised XBRL taxonomy for financial statement filings, new beneficial ownership disclosure rules with stricter penalties, simplified small company definition (paid-up capital up to ₹4 crore and turnover up to ₹40 crore), and mandatory dematerialisation of shares for all private companies with paid-up capital above ₹10 lakh. These changes aim to ease compliance for smaller entities while tightening governance standards.
The Companies Act, 2013, is the primary legislation governing the incorporation, management, and winding up of companies in India. It replaced the Companies Act, 1956, and is administered by the Ministry of Corporate Affairs (MCA). The Act is supplemented by numerous rules — such as the Companies (Incorporation) Rules, Companies (Management and Administration) Rules, and Companies (Accounts) Rules — which are amended through MCA notifications published in the Official Gazette.
Key changes to the incorporation process:
Revised XBRL taxonomy (version 2026) for filing financial statements in XBRL format. The new taxonomy is aligned with the updated Ind AS standards and Schedule III requirements. Key changes:
Mandatory dematerialisation of shares for all private limited companies with paid-up share capital exceeding ₹10 lakh, effective 30 September 2026. Previously, mandatory demat was applicable only to listed companies and certain classes of unlisted public companies. This extension to private companies aims to improve transparency, facilitate transfers, and reduce disputes related to physical share certificates.
The Finance Act, 2026 (Budget 2026-27) proposes the following amendments to the Companies Act, 2013:
Stricter beneficial ownership disclosure requirements:
The MCA has launched the Company Fresh Start Scheme 2026, providing a one-time opportunity for defaulting companies to file overdue documents and make good their compliance defaults. Details are covered in the dedicated section below.
Phase 3 of the MCA V3 portal migration is now live. All remaining forms — including those related to charge creation (CHG-1, CHG-9), Director KYC (DIR-3 KYC), and annual return (MGT-7/MGT-7A) — have been migrated to the V3 platform. The legacy MCA21 V2 portal is scheduled for permanent decommissioning on 30 June 2026.
For Q1 compliance assistance, explore our company registration and annual compliance services.
This section will be updated as notifications are issued. Key expected developments include:
This section will be updated in Q3 2026. Expected focus areas include:
This section will be updated in Q4 2026. Expected focus areas include:
The MCA V3 portal (mca.gov.in) is the next-generation platform for corporate filings, replacing the legacy MCA21 system. The migration has been executed in three phases:
| Phase | Go-Live Date | Forms Migrated |
|---|---|---|
| Phase 1 | January 2023 | SPICe+, INC-20A, AGILE-PRO, RUN, SH-7 & related incorporation forms |
| Phase 2 | September 2024 | AOC-4, MGT-7, ADT-1, DIR-12 & related compliance forms |
| Phase 3 | 15 March 2026 | CHG-1, CHG-9, DIR-3 KYC, BEN-2, MSME-1 & all remaining forms |
Based on our experience assisting clients with the V3 migration, common issues include:
The Company Fresh Start Scheme 2026 (CFSS 2026), notified on 1 March 2026, is a limited-window amnesty scheme for companies that have failed to file statutory documents within the prescribed time.
| Parameter | Details |
|---|---|
| Scheme Period | 1 April 2026 to 30 September 2026 (subject to extension) |
| Eligible Companies | All companies registered under the Companies Act, 2013, or the Companies Act, 1956 |
| Eligible Filings | All overdue forms including annual returns (MGT-7), financial statements (AOC-4), charge forms (CHG-1), and other statutory forms |
| Fee Structure | Normal filing fees apply; additional fees and penalties for delayed filing are waived |
| Immunity | Immunity from prosecution for delayed filing; no immunity for fraud or misrepresentation |
| Struck-Off Companies | Companies whose names have been struck off may apply for revival under Section 252 simultaneously with CFSS filings |
We strongly recommend that all non-compliant companies take advantage of CFSS 2026 to regularise their status and avoid strike-off proceedings. Our company compliance revival services provide end-to-end support.
The XBRL (eXtensible Business Reporting Language) taxonomy for filing financial statements has been updated for FY 2025-26 and onwards. The revised taxonomy (version 2026) is applicable for AOC-4 XBRL filings.
The Significant Beneficial Owners (SBO) framework under Section 90 of the Companies Act, 2013, has been strengthened in 2026 to align with FATF recommendations and international best practices.
The definition of a “small company” under Section 2(85) of the Companies Act, 2013, has been revised with effect from 1 April 2026:
| Parameter | Earlier Threshold | Revised Threshold (w.e.f. 1 April 2026) |
|---|---|---|
| Paid-up Share Capital | Up to ₹2 crore | Up to ₹4 crore |
| Turnover | Up to ₹20 crore | Up to ₹40 crore |
A company qualifies as a “small company” if it satisfies both conditions (paid-up capital AND turnover below the respective thresholds). The following entities are excluded: public companies, Section 8 companies, and companies governed by special Acts.
The expanded small company definition brings a significantly larger number of companies under the relaxed compliance framework. For guidance on optimising your compliance obligations, consult our company secretary services.
“The Companies Act compliance landscape in 2026 is defined by two parallel trends: simplification for smaller entities and enhanced governance for larger ones. The expanded small company definition is a pragmatic move that will reduce the compliance cost for thousands of companies. Meanwhile, the stricter SBO rules and mandatory demat for private companies signal that the MCA is serious about transparency. The MCA V3 portal migration, while initially disruptive, will ultimately streamline the filing experience. At Virtual Auditor, we are helping our clients navigate the transition — from V3 portal registration to CFSS 2026 filings — with a structured compliance roadmap.”
The Company Fresh Start Scheme 2026 (CFSS 2026) is an amnesty scheme launched by the MCA on 1 March 2026, operational from 1 April to 30 September 2026. It allows any company registered under the Companies Act, 2013 (or the earlier 1956 Act) that has failed to file statutory documents on time to file the overdue documents with normal filing fees only — the additional fees and penalties for delayed filing are completely waived. The scheme provides immunity from prosecution for delayed filing but does not cover fraud or misrepresentation. Companies that have been struck off can simultaneously apply for revival under Section 252 while availing the scheme.
Private limited companies with paid-up share capital exceeding ₹10 lakh must complete dematerialisation of all their shares by 30 September 2026. This requires: (a) the company to obtain an ISIN from a depository (NSDL or CDSL), (b) appoint a Registrar and Transfer Agent (RTA), (c) facilitate shareholders to open demat accounts, and (d) convert all physical share certificates to electronic form. Non-compliance will result in restrictions on share transfers and may attract penalties under Section 450 of the Companies Act.
If your private limited company has a paid-up share capital of up to ₹4 crore and turnover of up to ₹40 crore (as per the latest audited financial statements), it now qualifies as a small company from FY 2026-27. This means you benefit from reduced compliance requirements including: abridged Board’s Report, exemption from Cash Flow Statement, simplified annual return (MGT-7A), only two mandatory board meetings per year, no mandatory auditor rotation, and capped penalties at 50% of normal rates. These relaxations can significantly reduce compliance costs.
Phase 3 of the MCA V3 portal migration (15 March 2026) covers all remaining forms that were still on the legacy V2 platform. This includes: CHG-1 (creation of charge), CHG-4 (satisfaction of charge), CHG-9 (modification of charge), DIR-3 KYC (annual director KYC), BEN-2 (SBO filing), MSME-1 (half-yearly return on outstanding payments to MSMEs), and several other forms. With Phase 3, the V3 portal is fully operational for all corporate filings. The V2 platform is scheduled for decommissioning on 30 June 2026.
The Significant Beneficial Owners (SBO) rules have been tightened in 2026 with: (a) enhanced penalties of up to ₹10 lakh for non-disclosure (up from ₹5 lakh); (b) shortened filing timeline — BEN-2 must be filed within 15 days of receiving BEN-1 (down from 30 days); (c) mandatory annual verification of the SBO register with a confirmation filing to the ROC; (d) enhanced look-through provisions for trust and fund structures; and (e) mandatory electronic maintenance of the SBO register on the V3 portal. Companies must proactively issue notices to shareholders and collect SBO declarations to ensure compliance.
No. Digital Signature Certificates (DSC) registered on the legacy MCA21 V2 portal must be re-registered on the V3 portal. The V3 portal uses a different DSC registration mechanism. Directors, company secretaries, and professionals must visit the V3 portal, navigate to the DSC registration section, and associate their Class 3 DSC with their user account. This is a one-time process but is essential for filing any form on V3. We recommend completing the re-registration well before your next filing deadline.
| Date | Update |
|---|---|
| 30 January 2026 | Q1 notifications — incorporation rules, accounts rules, demat mandate added |
| 15 February 2026 | Budget 2026-27 amendments and SBO rules added |
| 20 March 2026 | CFSS 2026 and V3 Phase 3 migration details added |
This regulatory tracker is updated quarterly as MCA notifications are issued. Bookmark this page for the latest Companies Act amendments in 2026.
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