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The Companies Act, 2013

Ministry Of Corporate Affairs

Published 18 September 2026

In short

The Companies Act 2013 modernised Indian corporate law, mandating 2% CSR spending for eligible companies, requiring woman and independent directors on boards, introducing One Person Companies, and imposing fraud penalties of up to 10 years imprisonment.

Key facts

Year
2013
Act number
Act No. 18 of 2013
Administered by
Ministry Of Corporate Affairs
In force from
12 September 2013 (phased)
Replaces
The Companies Act, 1956 (largely)

The Companies Act, 2013 replaced the six-decade-old 1956 Act, modernising India’s corporate governance framework with stronger disclosure norms, mandatory Corporate Social Responsibility (CSR) spending, and enhanced accountability for directors and auditors.

Section 135 mandates that companies meeting specified net worth, turnover or profit thresholds spend at least 2% of average net profit of the preceding 3 years on CSR activities, making India one of the few countries with mandatory CSR spending written into law.

Section 149 requires certain classes of companies to appoint at least one woman director on their board, and independent directors for listed and large companies, strengthening board governance and diversity. Section 447 introduced the offence of fraud with stringent punishment of imprisonment from 6 months to 10 years and fine, for serious corporate fraud.

The Act also introduced the concept of a One Person Company (Section 3) allowing a single individual to incorporate a company, and streamlined incorporation through the SPICe+ integrated form, significantly easing the process of starting a business in India.

Key penalties

  • Section 135: Mandatory CSR spending of 2% of average net profit for eligible companies
  • Section 149: Mandatory woman director and independent directors for specified companies
  • Section 447: Punishment for corporate fraud - imprisonment 6 months to 10 years and fine
  • Section 3: Introduction of One Person Company (OPC) structure
  • Streamlined incorporation through SPICe+ integrated form
  • Enhanced disclosure and audit accountability requirements

Frequently asked questions

What is the mandatory CSR spending under the Companies Act?

2% of the average net profit of the preceding 3 years, for companies meeting specified net worth, turnover or profit thresholds.

What is a One Person Company under this Act?

A company structure introduced by Section 3 that allows a single individual to incorporate and run a company.

What is the punishment for corporate fraud under this Act?

Imprisonment from 6 months to 10 years and fine under Section 447, for serious cases of corporate fraud.

Before you apply: confirm every date, fee and eligibility rule on the official website linked on this page. Public and Policy is an independent portal, not a government body, and details change without notice.