Corporate Law

There is no minimum paid-up capital requirement for a private limited company under the Companies Act 2013 — the earlier ₹1 lakh minimum was removed by the Companies (Amendment) Act 2015 — and no statutory minimum authorised capital. In practice, most companies are incorporated with an authorised and paid-up capital of ₹1 lakh or more based on the funding structure.

Company incorporation in India typically takes 7-15 working days from the date of complete document submission, subject to ROC processing time. The process involves name approval (SPICe+ Part A), document preparation (SPICe+ Part B), and certificate of incorporation issuance. DIN, PAN, TAN, and GST registration are issued simultaneously with incorporation under the SPICe+ integrated process.

No. CCI approval is required only when a transaction crosses the jurisdictional thresholds. The asset and turnover thresholds were last revised in March 2024: at the level of the parties, for example, combined India assets above ₹2,500 crore or combined India turnover above ₹7,500 crore, with separate worldwide and group-level tests. Since September 2024, the Competition (Amendment) Act 2023 has added a deal value test — transactions valued above ₹2,000 crore where the target has substantial business operations in India. A de minimis exemption applies where the target's India assets or India turnover fall below the notified limits (₹450 crore and ₹1,250 crore under the March 2024 notification). Check the thresholds in force on the date of signing.

A Managing Director (MD) is an entrusted full-time director of the company. A Whole-Time Director (WTD) is a director in whole-time employment of the company. Both are "officers in default" and attract personal liability under the Companies Act. Key Managerial Personnel (KMP) include the CEO/MD, CFO, Company Secretary, and whole-time director — they have specific statutory obligations and disclosure requirements under the Act. Certain KMP appointments require shareholder approval.

The Companies Act 2013 provides significant minority protection. Shareholders holding 10%+ (or 100 members) can file an oppression and mismanagement petition before NCLT. Shareholders holding 10% or more of the paid-up voting capital can requisition an extraordinary general meeting (Section 100). Class action suits are available to shareholders under Section 245. Every shareholder has the right to pre-emption in rights issues, audited financial statements, and information access through inspection of registers. For listed companies, SEBI provides additional protection through disclosure obligations and the Takeover Code.