Small Company Definition as per Companies Act, 2013 (2025 Update)
The term “Small Company” is defined under Section 2(85) of the Companies Act, 2013, to mean a private limited company with the specific financial limits prescribed in Rule 2(1)(t) of the Companies (Specification of Definition Details) Rules, 2014, as amended from time to time. By setting limits on paid-up share capital and turnover, the government created a distinct category of companies eligible for simplified compliance procedures, fewer mandatory filings, and reduced penalties.
Small Company Definition: Complete Timeline (2013-2025)
The definition of a Small Company has evolved significantly since the Companies Act 2013 came into force. Here is a comprehensive comparison of how the financial thresholds have changed over the years:
| No | Criteria | Original (2014) | Post-2021 Amendment | Post-Sept 2022 Amendment | Current (Dec 2025) |
|---|---|---|---|---|---|
| 1 | Paid-up Share Capital | ≤ ₹50 Lakhs | ≤ ₹2 Crores | ≤ ₹4 Crores | ≤ ₹10 Crores |
| 2 | Turnover (as per P&L of preceding FY) | ≤ ₹2 Crores | ≤ ₹20 Crores | ≤ ₹40 Crores | ≤ ₹100 Crores |
| 3 | Condition | Either/Or | Both Required | Both Required | Both Required |
| 4 | Legal Reference | Section 2(85) read with Rule 2(1)(t) | Rule 2(1)(t) amended | G.S.R. 696(E) | G.S.R. 880(E) |
| 5 | Effective Date | 01-04-2014 | 01-04-2021 | 15-09-2022 | 01-12-2025 |
Key Point: Under the current definition, effective from 1st December 2025, a private company qualifies as a Small Company only when both conditions are satisfied simultaneously — paid-up share capital not exceeding ₹10 Crores AND turnover not exceeding ₹100 Crores as per the profit and loss account of the immediately preceding financial year.
The December 2025 amendment was notified through the Companies (Specification of Definition Details) Amendment Rules, 2025 vide Notification G.S.R. 880(E) dated 1st December 2025. This amendment substitutes Rule 2(1)(t) of the Companies (Specification of Definition Details) Rules, 2014, to prescribe the revised limits.
When is a Company NOT a Small Company?
Even if a company meets the prescribed financial thresholds, specific categories are expressly excluded from the Small Company classification under the proviso to Section 2(85). A company cannot qualify as a Small Company if it falls under any of the following categories:
| No | Excluded Category | Legal Basis | Reason for Exclusion |
|---|---|---|---|
| 1 | Public Company | Section 2(71) | Small Company status applies only to private companies |
| 2 | Holding Company | Section 2(46) | Companies controlling other companies face different regulatory needs |
| 3 | Subsidiary Company | Section 2(87) | Companies controlled by another company require consolidated oversight |
| 4 | Section 8 Company | Section 8 | Non-profit companies have a separate compliance framework |
| 5 | Companies under Special Acts | Various Special Acts | Banking, insurance, and other regulated sectors follow specific laws |
Important: If in any immediately preceding financial year (based on the latest audited financial statements) a company exceeds the prescribed limits, it will not be treated as a Small Company for the following financial year. Consequently, it must comply with the full requirements applicable to regular private companies from that year onwards.
Compliance Benefits of Small Companies
Small Companies enjoy several regulatory relaxations that significantly reduce their administrative burden and compliance costs. These exemptions make the Small Company classification highly attractive for startups, MSMEs, and growing businesses. The table below provides a detailed comparison of compliance requirements between Small Companies and regular Private Companies:
| No | Compliance Aspect | Small Company | Regular Private Company |
|---|---|---|---|
| 1 | Board Meetings | 2 meetings per calendar year (one in each half-year with a minimum 90-day gap) | 4 meetings per year (maximum 120 days gap between two meetings) |
| 2 | Annual Return Form | Abridged Form MGT-7A | Comprehensive Form MGT-7 |
| 3 | Cash Flow Statement | Not required in Financial Statements | Mandatory under Section 2(40) |
| 4 | Auditor Rotation | Exempted from Section 139(2) rotation requirements | Mandatory rotation every 5 years (individual) or 10 years (firm) for prescribed companies |
| 5 | CARO Reporting | Not applicable under CARO 2020 | Required for specified companies meeting CARO thresholds |
| 6 | Directors’ Report | Abridged format under Rule 8A of Companies (Accounts) Rules, 2014 | Full disclosure required under Section 134 |
| 7 | Internal Financial Controls Reporting | Not required in Auditor’s Report | Mandatory reporting on adequacy and operating effectiveness |
| 8 | E-Form Certification | Many routine e-forms do not require mandatory pre-certification by a professional, subject to form-specific rules | Pre-certification by CA/CS/Cost Accountant is required for the specified forms |
| 9 | Annual Return Certification | Signature by CS or Director is sufficient (if below MGT-8 thresholds) | For companies with paid-up share capital ≥ ₹10 Cr OR turnover ≥ ₹50 Cr, certification by CS in Practice via Form MGT-8 is mandatory |
| 10 | Penalties | Reduced by 50% under Section 446B (maximum ₹2 Lakhs for company, ₹1 Lakh for officers) | Full penalties as prescribed under the respective provisions |
These relaxations translate into substantial cost savings. While statutory audit remains mandatory for all companies, Small Companies benefit from a reduced audit scope with fewer reporting elements (no CARO, no IFC reporting), lower professional certification charges, and less administrative effort required for compliance documentation.
How the 2025 Amendment Benefits Businesses
- The December 2025 amendment marks a significant step in India’s ease-of-doing-business initiative. By more than doubling the financial thresholds, the MCA has expanded the Small Company coverage to include a much larger segment of Indian businesses.
- Industry practitioners estimate that each threshold increase has brought significantly more companies into the simplified regime, and the 2025 revision is expected to expand coverage substantially. The amendment particularly benefits technology startups, service-oriented businesses, manufacturing MSMEs, and professional service firms that have grown beyond the earlier limits but still operate at scales where complete compliance requirements create disproportionate burdens.
- The amendment aligns with the government’s broader “Minimum Government, Maximum Governance” agenda. It complements other MCA initiatives such as the phased rollout of the V3 MCA portal, decriminalisation of minor offences, and the expansion of faceless compliance systems.
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