India's corporate legislative system is undergoing its most significant restructuring in over a decade. A package of amendments to corporate legislation, securities regulation, and foreign investment rules took effect in early 2025. International companies with existing Indian operations – or those planning market entry – face real exposure if they fail to act before compliance windows close.
India's 2025 corporate law reforms affect companies registered under the Companies Act 2013 (India's primary corporate legislation). Along with entities regulated by the Securities and Exchange Board of India (SEBI) and the Reserve Bank of India (RBI). The reforms tighten governance requirements for foreign-owned companies, revise thresholds for mandatory disclosures, and update the rules governing company registration, registered office maintenance, and shareholder resolution procedures. Most provisions became operative in the first quarter of 2025, with staggered compliance deadlines running through the end of the year.
This alert summarises the key changes, identifies which business categories are affected, and sets out the immediate steps international companies should take now.
What changed and when it took effect
The 2025 reforms operate across three interconnected areas of India's corporate legislative system.
Governance and disclosure requirements. Amendments to corporate legislation have strengthened the obligations of the board of directors in foreign-owned Indian subsidiaries. Boards must now maintain clearer documentation of decision-making processes. Resolutions passed at board level – including those affecting the articles of association – require enhanced record-keeping and, in some cases, additional filings with the Registrar of Companies (India's company registration authority).
Shareholder resolution procedures have also been revised. Ordinary and special resolutions now carry stricter notice and voting documentation standards. Failure to comply exposes the company to challenge before the National Company Law Tribunal (NCLT), India's specialist corporate disputes court.
Foreign investment and RBI alignment. The RBI has updated reporting obligations for companies receiving foreign direct investment. International parent companies must ensure that downstream equity structures and capitalisation events are reported within shorter timeframes than previously required. Delays attract financial penalties that accrue on a continuing basis.
Securities regulation and listed entities. SEBI has revised its corporate governance code for listed companies and certain unlisted public companies above defined size thresholds. The changes affect board composition, audit committee mandates, and related-party transaction approvals. Companies that are not currently listed but meet the new thresholds should assess whether the updated SEBI rules apply to them.
The Arbitration and Conciliation Act (India's primary arbitration legislation) has also seen procedural amendments that affect how corporate disputes are routed – particularly where international arbitration clauses interact with NCLT jurisdiction. Practitioners in India note that the boundary between contractual arbitration and statutory NCLT proceedings has become a source of active litigation.
For a detailed assessment of how these reforms affect entry structures and cross-border deal documentation, see our overview of mergers and acquisitions in India.
Who is affected and compliance thresholds
The reforms apply broadly, but the intensity of impact varies by company type and size.
Foreign-owned private companies. Any company incorporated in India with a foreign shareholder holding a significant stake is subject to the updated governance and RBI reporting requirements. There is no minimum turnover exemption for RBI filings. Even dormant or holding-structure entities must comply.
Listed and threshold-crossing unlisted companies. Companies crossing the SEBI-defined size thresholds – measured by paid-up capital and turnover – must review board composition and audit arrangements. The thresholds were revised downward in 2025, meaning a larger number of companies now fall within scope.
Joint ventures and minority-owned entities. International investors holding minority positions in Indian joint ventures should review whether their partners' compliance failures create downstream exposure for the foreign party. NCLT enforcement actions can affect all shareholders, not only those in control.
Branch offices and liaison offices. RBI-regulated branch and liaison office structures face updated registered office notification obligations. Changes to the registered office address or operational scope must be reported within tightened timeframes.
Companies that have undergone restructuring, changed their articles of association, or passed significant shareholder resolutions in the past 18 months should conduct a retroactive review. Non-compliant filings from prior periods are subject to regularisation procedures – but only within defined windows.
To receive an expert assessment of your company's exposure under India's 2025 corporate law reforms, contact us at info@ferrazwhitmore.com.
Immediate actions for international companies
The following steps should be addressed without delay.
- Audit your registered office and filing status. Confirm that your Indian entity's registered office details are current with the Registrar of Companies. Mismatches between filed records and actual operational addresses are a common trigger for compliance notices.
- Review board composition and documentation. Assess whether your board of directors meets the updated independence and residency requirements. Ensure all recent board resolutions and shareholder resolutions are properly documented and filed under the revised standards.
- Check RBI reporting for recent capital events. If your Indian entity received fresh equity, a shareholder loan, or a capitalisation event in 2024 or early 2025, verify that RBI filings were made within the now-shorter reporting windows. Late filings can be regularised, but the process requires a compounding application and carries a cost.
- Assess SEBI threshold applicability. Even if your Indian entity is not listed, calculate whether revised paid-up capital and turnover thresholds bring it within the SEBI corporate governance code. If so, board and audit committee changes may be required before the year-end deadline.
- Review dispute resolution clauses. In light of the amended arbitration legislation and evolving NCLT jurisdiction, review existing shareholder agreements and joint venture contracts. Clauses that previously routed disputes to international arbitration may now interact differently with statutory NCLT remedies.
International companies with India operations should also be aware that enforcement by SEBI and the NCLT has intensified in the past 12 months. The majority of penalty proceedings initiated in this period have targeted governance and disclosure failures – not substantive business conduct. Procedural non-compliance carries disproportionate risk relative to the cost of remediation.
For a comprehensive review of your corporate structure in India, our corporate law practice in India provides end-to-end advisory on compliance, restructuring, and dispute preparedness.
For parallel developments in the Gulf region, see our alert on corporate law reforms in the UAE.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our Asia-Pacific practice supports international entrepreneurs, institutional investors, and in-house legal teams operating in India, Singapore, China, Japan, and Hong Kong. We combine Portuguese civil law expertise with English common law tradition to deliver cross-border corporate compliance, market entry, and dispute resolution strategies for companies navigating India's evolving regulatory system. Our team has advised on corporate governance matters before the NCLT and on foreign investment structures subject to RBI oversight. As a law firm in India-facing matters, we work closely with local counsel networks to provide integrated advisory across 15 practice areas. Engaging a lawyer in India with cross-border experience is essential when reforms cut across corporate, securities, and foreign investment legislation simultaneously. To discuss how the 2025 reforms affect your Indian operations, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.