MCA Update – May 2026

1. TRANSFER OF INTEREST IN A COMPANY NOT HAVING SHARE CAPITAL

• Under Section 56 of the Companies Act, 2013, transfer of a member’s interest in a company without share capital requires execution of a proper instrument of transfer by or on behalf of both the transferor and transferee.
• The instrument must be delivered to the company.
• Rule 11 of the Companies (Share Capital and Debentures) Rules, 2014 prescribes Form SH-4 for transfer of securities held in physical form.
• Rule 11(2) clarifies that Form SH-4 is also applicable for transfer of a member’s interest in a company not having share capital, and references to “securities” shall be read as references to the member’s “interest”.
• Accordingly, companies limited by guarantee should use Form SH-4 for such transfers.

2. COMPANIES (CORPORATE SOCIAL RESPONSIBILITY POLICY) AMENDMENT RULES, 2026

New Definitions Inserted in Rule 2(1)

1. Not for Profit Organization (NPO): “Not for Profit Organization” shall have the same meaning as assigned under Regulation 292A(e) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
2. Zero Coupon Zero Principal Instrument (ZCZP): ZCZP instrument means a security issued by an NPO registered with the Social Stock Exchange segment of a recognized stock exchange in accordance with SEBI regulations.

3. CSR IMPLEMENTATION THROUGH ZERO COUPON ZERO PRINCIPAL INSTRUMENTS

A. CSR Expenditure Limit

• A company may undertake CSR activities through investment in a ZCZP instrument.
• Such expenditure cannot exceed ten percent of the total Corporate Social Responsibility expenditure of such company for that financial year.

B. Impact Assessment Exemption

• A company subscribing to a ZCZP instrument is exempt from conducting impact assessment of projects funded through such instrument.

C. Obligations of the Issuing NPO

The NPO issuing the ZCZP instrument must:

1. Undertake a project whose duration does not exceed three succeeding financial years from the date of issue.
2. Upon termination of listing of the ZCZP instrument:
   • Transfer any unspent amount to a fund specified under Schedule VII of the Companies Act, 2013.
   • Submit a compliance report to the Securities and Exchange Board of India (SEBI).

D. Applicability of CSR Rules

• The provisions of rule 4, except sub-rules (5) and (6) shall be applicable to the implementation of Corporate Social Responsibility through a zero coupon zero principal instrument

4. Form 11 LLP (Annual Return)

Every Limited Liability Partnership (LLP) must file Form 11 (Annual Return) by 30^th May every year. Form 11 provides a summary of the LLP’s management structure, partner and designated partner details, partner contributions, changes during the year and turnover-related disclosures.

5. PAS-6 Filing

PAS-6 Filing is a half-yearly ‘Reconciliation of Share Capital Audit Report’ form, which must be filed within 60 days from the end of each half-year. For the half-year period from 1 October 2025 to 31 March 2026, the due date for filing Form PAS-6 is 30^th May 2026.

6. Form FC-4 (Annual Return of Foreign Companies)

• A foreign company having a branch office, liaison office, project office or other place of business in India must file Form FC-4.
• The form FC-4 is required to be filed within 60 days from the closure of the financial year and the due date is 30^th May every year.

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