Companies Act Amendments 2026: MCA Notifications & Compliance Changes
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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.
Table of Contents
- Q1 2026 (January–March) — MCA Notifications & Changes
- Q2 2026 (April–June) — MCA Notifications & Changes
- Q3 2026 (July–September) — MCA Notifications & Changes
- Q4 2026 (October–December) — MCA Notifications & Changes
- MCA V3 Portal Migration — Complete Guide
- CFSS 2026 — Company Fresh Start Scheme
- Revised XBRL Taxonomy for Financial Statements
- Beneficial Ownership Disclosure — New Rules
- Revised Small Company Definition
- Expert Insight
- Key Takeaways
- Frequently Asked Questions
1. Q1 2026 (January–March) — MCA Notifications & Changes
January 2026
MCA Notification dated 5 January 2026 — Companies (Incorporation) Third Amendment Rules, 2026
Key changes to the incorporation process:
- SPICe+ form enhancements: The SPICe+ form now integrates PAN, TAN, GST registration, and EPFO/ESIC registration into a single application for new companies. The earlier partial integration has been made comprehensive
- Name reservation validity: Extended from 20 days to 30 days for new incorporation applications
- Registered office verification: GeoTagging of the registered office is now mandatory at the time of incorporation (previously required only upon change of address)
MCA Notification dated 15 January 2026 — Companies (Accounts) Amendment Rules, 2026
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:
- New tags for lease accounting (Ind AS 116 amendments)
- Enhanced ESG disclosure tags for Business Responsibility and Sustainability Reporting (BRSR)
- Simplified tags for small companies filing under the abridged Board’s Report format
MCA Notification dated 25 January 2026 — Companies (Management and Administration) Amendment Rules, 2026
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.
February 2026
MCA Notification dated 1 February 2026 — Budget 2026-27 Companies Act Amendments
The Finance Act, 2026 (Budget 2026-27) proposes the following amendments to the Companies Act, 2013:
- Small Company definition revised: Paid-up capital threshold increased from ₹2 crore to ₹4 crore, and turnover threshold from ₹20 crore to ₹40 crore
- Section 135 CSR: The CSR threshold of ₹500 crore net worth / ₹1,000 crore turnover / ₹5 crore net profit remains unchanged, but the three-year rolling average has been simplified to consider only the immediately preceding financial year
- Section 149 — Independent Directors: Enhanced provisions for cooling-off period and maximum tenure across group companies
MCA Notification dated 10 February 2026 — Beneficial Ownership (Significant Beneficial Owners) Amendment Rules, 2026
Stricter beneficial ownership disclosure requirements:
- The threshold for Significant Beneficial Ownership (SBO) remains at 10% of shares or voting rights or the right to receive 10% of distributable profits
- Penalties enhanced: Non-disclosure or false disclosure of SBO now attracts a penalty of up to ₹10 lakh (increased from ₹5 lakh) and the shares held by the non-compliant SBO are subject to restrictions on voting rights, dividend, and transfer
- Filing timeline tightened: BEN-2 (company’s return of SBO) must be filed within 15 days (reduced from 30 days) of receiving the BEN-1 declaration from the individual
- Annual verification: Companies must conduct an annual verification of their SBO register and file a confirmation with the ROC
March 2026
MCA Notification dated 1 March 2026 — CFSS 2026 (Company Fresh Start Scheme)
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.
MCA Notification dated 15 March 2026 — MCA V3 Portal — Phase 3 Go-Live
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.
2. Q2 2026 (April–June) — MCA Notifications & Changes
This section will be updated as notifications are issued. Key expected developments include:
April 2026 — Expected Developments
- CFSS 2026 operational: Companies can begin filing overdue forms under the amnesty scheme
- DPT-3 annual return: Due by 30 June 2026 for deposits and outstanding loans as of 31 March 2026
- DIR-3 KYC: Annual KYC for directors due by 30 September 2026 for all DIN holders
- AGM compliance: Companies with 31 March year-end must hold AGM by 30 September 2026
May–June 2026
- V3 portal — stabilisation phase: MCA expected to issue clarifications and FAQs on the new portal processes
- Financial statement filing: Companies with 31 March year-end must file AOC-4 (financial statements) by 29 October 2026 (30 days from the AGM)
- BRSR filing: Top 1,000 listed companies by market capitalisation must file BRSR for FY 2025-26
3. Q3 2026 (July–September) — MCA Notifications & Changes
This section will be updated in Q3 2026. Expected focus areas include:
- Annual filing season: AOC-4 and MGT-7 filing deadline compliance
- Mandatory demat deadline (30 September 2026): Private companies with paid-up capital above ₹10 lakh must complete dematerialisation
- DIR-3 KYC deadline (30 September 2026): All DIN holders must complete annual KYC
- CFSS 2026 closure: Expected end of the amnesty period (subject to extension)
- IBC amendments: Any amendments to the Insolvency and Bankruptcy Code affecting corporate entities
4. Q4 2026 (October–December) — MCA Notifications & Changes
This section will be updated in Q4 2026. Expected focus areas include:
- Legacy MCA21 V2 portal decommissioning (30 June 2026 — extended to Q4 if needed): Final migration of historical data and pending filings
- Annual return filing deadline (28 November 2026): MGT-7/MGT-7A due within 60 days of AGM
- XBRL filing deadline: AOC-4 XBRL filings for applicable companies
- Pre-Budget consultations: MCA and ICSI consultations for Budget 2027-28 corporate law proposals
- Strike-off proceedings: ROC action against non-compliant companies that did not avail CFSS 2026
5. MCA V3 Portal Migration — Complete Guide
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-Wise Migration Timeline
| 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 |
Key Features of MCA V3
- Unified Business Identifier (UBI): CIN, LLPIN, and FCRN integrated into a single identifier framework
- Pre-fill and auto-population: Company master data, director details, and financial data auto-populated across forms
- Real-time validation: Instant validation against MCA database for director DINs, company status, and compliance history
- Integrated payment gateway: Fees and penalties payable through a unified payment portal with multiple payment modes
- Dashboard analytics: Company-level compliance dashboard showing pending filings, upcoming deadlines, and compliance score
Common Issues and Troubleshooting
Based on our experience assisting clients with the V3 migration, common issues include:
- DSC compatibility: Ensure your digital signature certificate is Class 3 and registered on the V3 portal (re-registration required even if it was registered on V2)
- Historical data discrepancies: Some companies may find discrepancies in migrated data — raise a support ticket on the MCA helpdesk within 30 days
- Form version mismatch: Always download the latest version of the form from the V3 portal; older versions from V2 will be rejected
- SRN tracking: V2 SRNs are valid on V3 but the tracking interface has changed
6. CFSS 2026 — Company Fresh Start Scheme
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.
Key Features of CFSS 2026
| 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 |
Who Should Avail CFSS 2026?
- Companies with overdue annual returns for multiple years
- Companies that have not filed financial statements on time
- Companies with pending charge creation/modification filings
- Dormant companies seeking to regularise their compliance status
- Companies facing the risk of strike-off under Section 248 due to non-filing
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.
7. Revised XBRL Taxonomy for Financial Statements
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.
Who Must File in XBRL Format?
- All companies listed on any stock exchange in India
- All companies with paid-up capital of ₹5 crore or more
- All companies with turnover of ₹150 crore or more
- All companies that are required to prepare financial statements under Ind AS
Key Changes in XBRL Taxonomy 2026
- Ind AS 116 (Leases): New tags for right-of-use assets, lease liabilities, and related disclosures aligned with recent Ind AS amendments
- BRSR tags: New taxonomy elements for ESG disclosures including carbon emissions, water usage, workforce diversity, and governance practices
- Small company abridged format: Simplified XBRL tags for companies qualifying as small companies under the revised definition
- Consolidated financial statements: Enhanced tags for group structure disclosures and non-controlling interests
8. Beneficial Ownership Disclosure — New Rules
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.
Key Changes in SBO Rules 2026
- Enhanced penalties: Non-disclosure attracts a penalty of up to ₹10 lakh (previously ₹5 lakh)
- Shorter filing timeline: BEN-2 filing within 15 days (previously 30 days)
- Annual verification: Mandatory annual verification of the SBO register with ROC confirmation filing
- Look-through for trusts and funds: Enhanced look-through provisions for identifying SBOs behind trust structures, private equity funds, and multi-layered corporate holding structures
- Digital register: The SBO register must be maintained in electronic form on the MCA V3 portal from 1 April 2026
Compliance Steps
- Issue notice to all shareholders requesting SBO declarations (Form BEN-4)
- Collect BEN-1 declarations from individuals identified as SBOs
- File BEN-2 with the ROC within 15 days of receiving BEN-1
- Maintain the SBO register in electronic form
- Conduct annual verification and file confirmation with ROC
9. Revised Small Company Definition
The definition of a “small company” under Section 2(85) of the Companies Act, 2013, has been revised with effect from 1 April 2026:
Revised Thresholds
| 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.
Benefits of Small Company Classification
- Abridged Board’s Report: Can file a shorter Board’s Report without certain disclosures
- Cash Flow Statement exemption: Not required to include a Cash Flow Statement in financial statements
- Reduced penalties: Penalties for non-compliance are capped at 50% of the normal penalty
- Annual return: Can file MGT-7A (simplified annual return) instead of MGT-7
- Board meetings: Minimum two board meetings per year (instead of four)
- Rotation of auditor: Not subject to mandatory rotation of statutory auditors
- Lesser secretarial audit requirements: Not required to obtain secretarial audit report
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.”
- MCA V3 portal fully operational — all forms migrated; V2 decommissioning scheduled for 30 June 2026
- CFSS 2026 amnesty from 1 April to 30 September 2026 — waiver of additional fees and penalties for overdue filings
- Small company definition expanded — paid-up capital up to ₹4 crore and turnover up to ₹40 crore
- Mandatory demat for private companies with paid-up capital above ₹10 lakh by 30 September 2026
- SBO rules strengthened — enhanced penalties (₹10 lakh), shorter filing timelines (15 days), annual verification mandatory
- XBRL taxonomy updated for Ind AS 116 amendments and BRSR disclosures
- SPICe+ enhanced with integrated PAN, TAN, GST, EPFO & ESIC registration
- GeoTagging mandatory for registered office at the time of incorporation
Frequently Asked Questions
Q1. What is the CFSS 2026 scheme and who can avail it?
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.
Q2. When is the deadline for mandatory dematerialisation of shares for private companies?
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.
Q3. How does the revised small company definition affect my company?
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.
Q4. What forms have been migrated to the MCA V3 portal in Phase 3?
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.
Q5. What are the enhanced SBO disclosure requirements in 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.
Q6. Is the DSC registered on MCA V2 valid on V3?
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.
Quarterly Update Log
| 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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