What does the Corporate Laws Amendment Bill 2026 propose for directors?
The Corporate Laws (Amendment) Bill, 2026 proposes changes to the Companies Act and the LLP Act, including several rules on directors. It was introduced in the Lok Sabha on 23 March 2026, and a Joint Committee reported on 3 August 2026. It is not the law in force. A director is still appointed under the Act as it stands, through DIR-12.
Is the Bill in force?
No. Introduction and a committee report do not amend the Act. The Bill has to be passed by both Houses and brought into force on a date the Central Government notifies. Different provisions can be notified on different dates. Until that happens, sections 149, 152, 161, and 164 read as they do today.
A bill, not the Act. Director filings follow the Companies Act in force, not the 2026 Bill.
What does the Bill propose for directors?
These are proposals in the Bill. They are not instructions for a form that can be filed today.
- A director would need a valid DIN throughout the tenure, not only on the day of appointment.
- An additional director, and a person filling a casual vacancy, would hold office until the next general meeting or three months from appointment, whichever is earlier.
- The cooling-off test for an independent director would be written to cover the holding company, a subsidiary, and an associate, not only the company itself.
- A person penalised for a related-party default, and a failure to file returns for two financial years, are among the disqualification proposals.
What does the Act say today?
Section 152 requires a DIN for the appointment. Section 161 lets the board appoint an additional director who holds office up to the next annual general meeting. The company’s filing is DIR-12 within 30 days, with the consent in DIR-2. A private company keeps at least two directors. Those are the rules on the appointment page.
What has to happen before it applies?
Parliament has to pass the Bill, the President has to assent, and the government has to notify the provisions. The Joint Committee’s report of 3 August 2026 recommends changes. It does not commence them. Company Suggestion will follow the notified text when a provision is actually in force, and not before.
Frequently asked questions
Four questions cover whether the Bill is in force, the three-month proposal, the committee report, and DIR-12.
Has the Bill amended the Companies Act?
No. It was introduced on 23 March 2026 and the Joint Committee reported on 3 August 2026. Until both Houses pass it and it is brought into force, the Act is unchanged.
Does an additional director now have a three-month cap?
Not under the Act in force. Section 161 still says an additional director holds office up to the next annual general meeting. The three-month limit is a proposal in the Bill.
Does the committee report change the Act?
No. The report is a recommendation to Parliament. It amends nothing by itself.
Which filing is used for a director today?
Form DIR-12 within 30 days of the appointment or the resignation, with DIR-2 as the consent. That filing does not wait for the Bill.
Sources
The Bill and the Joint Committee report are on the PRS legislative record. Appointments today follow the Companies Act and DIR-12.