The Corporate Laws (Amendment) Bill, 2026 introduces a wide-ranging set of reforms across the LLP Act, 2008 and the Companies Act, 2013, aimed at improving ease of doing business, enhancing regulatory clarity, and aligning India’s corporate framework with global standards.
One of the most notable changes is the introduction of the concept of IFSC LLPs, allowing Limited Liability Partnerships to operate within International Financial Services Centres with flexibility in foreign currency transactions, contributions, and financial reporting. This marks a significant step toward strengthening India’s position as a global financial hub.
Section-wise comparison table (Old vs New) of the Corporate Laws (Amendment) Bill, 2026, focusing on the most relevant and practical changes
A. LLP Act, 2008: Section-wise Comparison
|
Section |
Old Position |
New Amendment (2026) |
Practical Impact |
|
Sec 2 |
No concept of IFSC LLP |
Introduces IFSC LLP, permitted foreign currency, IFSCA definitions |
Enables LLPs in IFSC ecosystem |
|
Sec 11 |
Incorporation declaration by subscriber |
Mandatory declaration also by professional (CS/CA/CMA/Advocate) |
Increased professional accountability |
|
Sec 13 |
Registered office anywhere in India |
IFSC LLP must have registered office in IFSC |
Mandatory localization for IFSC entities |
|
Sec 15 |
Naming rules general |
IFSC LLP must include “IFSC LLP” in name |
Clear identification of IFSC LLPs |
|
Sec 23 |
Mandatory filing of LLP Agreement changes |
Relaxation for SEBI/IFSCA regulated LLPs |
Reduced compliance burden |
|
Sec 25 |
Changes to partners filed immediately |
Option to furnish annually for specified LLPs |
Ease in compliance |
|
Sec 32 |
Contribution in INR |
Contribution allowed in foreign currency for IFSC LLP |
Forex flexibility |
|
Sec 33A (New) |
No specific provision |
Valuation to follow Sec 247 (Companies Act) |
Standardized valuation norms |
|
Sec 34 |
Books maintained in INR |
IFSC LLP can maintain books in foreign currency |
Alignment with global practices |
|
Sec 38 |
No penalty for non-compliance with requisition |
Penalty ₹10,000 introduced |
Stronger enforcement |
|
Sec 57A (New) |
No provision |
Conversion of Trust → LLP allowed |
Major structural flexibility |
|
Sec 58 |
Conversion of firm/company → LLP |
Expanded to include specified trust |
Wider conversion scope |
|
Sec 68 |
Filing in INR |
IFSC LLP may file in foreign currency |
Ease for international transactions |
|
Sec 68B (New) |
No appeal provision |
Appeal against Registrar’s order introduced |
Legal remedy available |
|
Sec 76A |
Adjudication limited |
Expanded adjudication mechanism |
Faster resolution of defaults |
B. Companies Act, 2013: Section-wise Comparison
|
Section |
Old Position |
New Amendment (2026) |
Practical Impact |
|
Sec 2(85) |
Small company threshold: ₹10 Cr / ₹100 Cr |
Increased to ₹20 Cr / ₹200 Cr |
More companies classified as small |
|
Sec 4 |
Penalty up to ₹1 lakh |
Fixed penalty ₹50,000 |
Rationalisation |
|
Sec 7 |
Incorporation declaration by subscribers |
Additional declaration by professionals |
Accountability of professionals |
|
Sec 12A (New) |
No such requirement |
Mandatory website, email for prescribed class |
Digital compliance |
|
Sec 20 |
Physical + electronic service |
Certain companies: only electronic mode |
Cost & efficiency benefit |
|
Sec 26 |
Criminal penalty for prospectus default |
Converted to monetary penalty ₹2 lakh |
Decriminalisation |
|
Sec 40 |
Limited penalty provisions |
Enhanced penalty (₹25 lakh for company) |
Stronger compliance enforcement |
|
Sec 42 |
Private placement limited to shares |
Expanded to securities & share-linked schemes |
Flexibility in fundraising |
|
Sec 43A (New) |
No provision |
IFSC companies can maintain share capital in foreign currency |
Global capital structuring |
|
Sec 62 |
ESOP only |
Includes share value linked schemes |
Innovation in compensation |
|
Sec 68 |
Buy-back restricted |
Multiple buy-backs allowed with conditions |
Financial flexibility |
|
Sec 77 |
Charge registration: 60 days |
Extended to 120 days (for prescribed class) |
Relief in compliance |
|
Sec 88 |
Trusts may be noted |
Explicit prohibition of trust entries |
Clarity in register |
|
Sec 96 |
AGM mostly physical |
AGM allowed: Physical / VC / Hybrid |
Major flexibility |
|
Sec 99 |
Criminal fine |
Converted to penalty with cap |
Decriminalisation |
|
Sec 100–101 |
EGM rules rigid |
VC/Hybrid allowed, shorter notice possible |
Ease in meetings |
|
Sec 124–125 |
IEPF provisions limited |
Expanded scope incl. buy-back proceeds |
Better investor protection |
|
Sec 128 |
Fine-based penalty |
Higher penalties, especially for listed cos |
Stricter compliance |
|
Sec 132 (NFRA) |
Limited powers |
Expanded powers: inquiry, penalty, directions |
Stronger audit regulation |
|
Sec 132A–132K (New) |
No such provisions |
Comprehensive framework for auditors, filings, penalties |
Major compliance shift for auditors |
|
Sec 134 |
Basic Board Report disclosures |
Mandatory explanation on auditor remarks & audit committee decisions |
Better transparency |
|
Sec 135 (CSR) |
Threshold ₹5 Cr profit |
Increased to ₹10 Cr (or prescribed) |
Reduced CSR applicability |
|
Sec 139 |
Auditor mandatory for all companies |
Certain class exempted |
Ease for small companies |
CAclubindia
