{“@context”:”https://schema.org”,”@type”:”BlogPosting”,”headline”:”Small Company Definition India: Section 2(85) Criteria, Thresholds and Compliance Benefits”,”description”:”What qualifies as a small company under Section 2(85) of the Companies Act 2013 — paid-up capital and turnover thresholds as revised, compliance relaxations for small companies including auditor rotation exemption, reduced board report requirements, and annual filing benefits.”,”author”:{“@type”:”Person”,”name”:”Tradeviser Editorial”},”publisher”:{“@type”:”Organization”,”name”:”Tradeviser”},”datePublished”:”2026-09-27″,”inLanguage”:”en-IN”,”mainEntityOfPage”:{“@type”:”WebPage”,”@id”:”https://tradeviser.com/small-company-definition-india/”}}

{“@context”:”https://schema.org”,”@type”:”FAQPage”,”mainEntity”:[{“@type”:”Question”,”name”:”What is the definition of a small company under the Companies Act 2013?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”Section 2(85) of the Companies Act 2013 defines a small company as a company (other than a public company) that satisfies BOTH conditions: (1) paid-up share capital does not exceed ₹4 crore, AND (2) turnover as per the last profit and loss account does not exceed ₹40 crore. Both conditions must be satisfied simultaneously. If either threshold is breached, the company loses small company status.”}},{“@type”:”Question”,”name”:”Who cannot be classified as a small company?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”The following categories of companies are expressly excluded from the definition of small company under Section 2(85) even if they satisfy the paid-up capital and turnover thresholds: (a) Public Limited Companies; (b) Holding companies; (c) Subsidiary companies; (d) Companies registered under Section 8 (non-profit companies); and (e) Companies or bodies corporate governed by any special Act of Parliament or a State Legislature.”}},{“@type”:”Question”,”name”:”What compliance relaxations do small companies get?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”Small companies under the Companies Act 2013 enjoy several compliance relaxations: (1) No mandatory rotation of auditors (exempt from Section 139(2) auditor rotation); (2) Board report can be an abridged version under Rule 8A of the Companies (Accounts) Rules 2014; (3) No requirement to include cash flow statement in financial statements; (4) Reduced annual return filing fees; (5) Signatories for annual return (MGT-7A): a small company can file through a director (rather than requiring a CS signature); and (6) Self-certification on annual return is allowed.”}},{“@type”:”Question”,”name”:”Do small companies need to comply with CSR requirements?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”Section 135 CSR requirements apply to companies with net worth ≥ ₹500 crore, OR turnover ≥ ₹1,000 crore, OR net profit ≥ ₹5 crore in the immediately preceding financial year. Since small companies have a turnover ceiling of ₹40 crore, they fall well below the CSR turnover threshold — so small companies are generally exempt from mandatory CSR spending.”}},{“@type”:”Question”,”name”:”What are the current small company thresholds after the 2022 amendment?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”The Companies (Amendment) Act 2020 (effective from 1 April 2021) raised the small company thresholds from ₹50 lakh paid-up capital and ₹2 crore turnover to ₹2 crore paid-up capital and ₹20 crore turnover. A subsequent amendment (Companies Amendment Rules 2022) further raised the thresholds to ₹4 crore paid-up capital and ₹40 crore turnover — the current applicable limits.”}}}]}

{“@context”:”https://schema.org”,”@type”:”HowTo”,”name”:”How to Determine if Your Company Qualifies as a Small Company”,”step”:[{“@type”:”HowToStep”,”position”:1,”name”:”Check paid-up share capital”,”text”:”The company’s paid-up share capital must not exceed ₹4 crore. Refer to the paid-up capital figure in the latest balance sheet.”},{“@type”:”HowToStep”,”position”:2,”name”:”Check turnover”,”text”:”Turnover as per the last profit and loss account (most recent audited financial year) must not exceed ₹40 crore. Both conditions must be met simultaneously.”},{“@type”:”HowToStep”,”position”:3,”name”:”Confirm entity type is not excluded”,”text”:”Confirm that the company is not a Public Limited Company, a Holding Company, a Subsidiary Company, a Section 8 Company, or a company governed by special legislation. All these are excluded regardless of thresholds.”},{“@type”:”HowToStep”,”position”:4,”name”:”Record small company status in annual return”,”text”:”If both thresholds are satisfied and the company is not excluded, it qualifies as a small company for that financial year. This status is recorded in Form MGT-7A (the simplified annual return for small companies) filed with the ROC.”},{“@type”:”HowToStep”,”position”:5,”name”:”Apply relevant compliance relaxations”,”text”:”Once confirmed as a small company, apply the applicable relaxations — no auditor rotation, abridged board report, no mandatory cash flow statement, and simplified MGT-7A filing.”}]}

Company Law

Small Company Definition India: Section 2(85) Criteria, Thresholds and Compliance Benefits

By Tradeviser Editorial • Updated September 2026 • 7 min read

The “small company” classification under Section 2(85) of the Companies Act 2013 is not just a label — it carries a set of tangible compliance relaxations that reduce the regulatory burden on small Private Limited Companies. The thresholds have been revised twice since the original 2013 Act: first in 2021 and then in 2022. Understanding the current thresholds, the exclusion categories, and the specific benefits that attach to small company status helps founders plan their corporate structure and compliance calendar efficiently.

Key Takeaways

  • Current thresholds (2022 onward): Paid-up capital ≤ ₹4 crore AND turnover ≤ ₹40 crore — both must be satisfied.
  • Public companies, holding companies, subsidiaries, and Section 8 companies cannot be small companies.
  • Small companies use the simplified Form MGT-7A (not the full MGT-7) for annual returns.
  • No mandatory auditor rotation for small companies — the same auditor can continue indefinitely.
  • Small company Board Report can be an abridged format under Rule 8A.

What does Section 2(85) say about small companies?

Section 2(85) of the Companies Act 2013 defines a small company as a company (other than a public company) whose:

  • Paid-up share capital does not exceed ₹4 crore (or such higher amount as may be prescribed, not exceeding ₹10 crore), AND
  • Turnover as per the last profit and loss account does not exceed ₹40 crore (or such higher amount as may be prescribed, not exceeding ₹100 crore)

Both conditions are conjunctive — the company must satisfy both to qualify. A company with ₹3 crore paid-up capital but ₹50 crore turnover is not a small company.

What are the current small company thresholds after the 2022 amendment?

Criterion Original 2013 Act After 2021 Amendment Current (2022 Amendment)
Paid-up capital ceiling ₹50 lakh ₹2 crore ₹4 crore
Turnover ceiling ₹2 crore ₹20 crore ₹40 crore

The Government has authority to raise the limits up to ₹10 crore (paid-up capital) and ₹100 crore (turnover) by notification without an Act amendment — so further increases are possible in future years.

Which companies cannot qualify as small companies?

The following entities are expressly excluded from Section 2(85) even if the paid-up capital and turnover thresholds are met:

Excluded category Reason for exclusion
Public Limited Company Public companies have wider stakeholder obligations
Holding Company Controls subsidiaries; cannot be classified as small
Subsidiary Company Controlled entity; broader group compliance applies
Section 8 Company Non-profit; has its own separate compliance framework
Company governed by special Act Banks, NBFCs, insurance companies governed by separate legislation
Subsidiary company exception: If a Pvt Ltd Company is a subsidiary of another company (even another small company), it cannot claim small company benefits — even if its own paid-up capital and turnover are below the thresholds. The moment a company becomes a subsidiary, Section 2(85) excludes it.

What compliance relaxations do small companies get?

Compliance area General Companies Act requirement Small company relaxation
Annual return Form MGT-7 (full); CS signature required Form MGT-7A (abridged); director signature sufficient — no CS needed
Auditor rotation Mandatory rotation every 5 years (Section 139(2)) Exempt from mandatory auditor rotation — same auditor can continue
Cash flow statement Mandatory part of annual financial statements Not required in financial statements for small companies
Board report Full report under Section 134; multiple mandatory items Abridged Board Report under Rule 8A — fewer mandatory items
Board meetings Minimum 4 board meetings per year Minimum 2 board meetings per year (one in each half of the calendar year)
Secretarial audit Mandatory for large/listed companies Not applicable to small companies

What is Form MGT-7A for small companies?

Form MGT-7A is the simplified annual return form introduced for small companies and One Person Companies (OPCs). Unlike the full Form MGT-7, it:

  • Can be certified and signed by a director of the company (full MGT-7 for larger companies requires a Practicing Company Secretary certification)
  • Has a shorter set of disclosures — does not require all the details mandatory under full MGT-7
  • Filed within 60 days from the date of the Annual General Meeting (same as MGT-7)
Cost saving: By filing MGT-7A without a Practicing CS, small companies save the CS certification fee (typically ₹5,000–₹15,000 per year) — a meaningful compliance cost reduction for early-stage businesses.

Do small companies need CSR compliance and auditor rotation?

CSR (Section 135): CSR spending obligations apply to companies with net worth ≥ ₹500 crore, turnover ≥ ₹1,000 crore, or net profit ≥ ₹5 crore. Since small companies have a turnover ceiling of ₹40 crore, they do not need to comply with mandatory CSR spending — they are well below the CSR thresholds.

Auditor Rotation (Section 139(2)): Mandatory rotation of individual auditors every 5 years and audit firms every 10 years applies to all companies except OPCs and small companies. Small companies can retain the same auditor for as long as they wish (subject to annual reappointment formalities). This is a significant benefit — consistent auditor relationships reduce transition costs and information gaps.

How can Tradeviser help your small company stay compliant?

Tradeviser provides annual compliance management for small companies — simplified MGT-7A filing, abridged Board Report preparation, auditor coordination, and advice on whether your company qualifies (or has lost) small company status in any given financial year.

Simplify Your Annual Compliance

Tradeviser manages annual compliance for small Private Limited Companies — MGT-7A, AOC-4, Board Report, and all ROC filings at reduced cost under the small company framework.

Get Annual Compliance Support

Frequently Asked Questions

What is the definition of a small company under the Companies Act?

Section 2(85): paid-up capital ≤ ₹4 crore AND turnover ≤ ₹40 crore. Both conditions must be met. Excludes public companies, holding/subsidiary companies, and Section 8 companies.

Who cannot be classified as a small company?

Public companies, holding companies, subsidiary companies, Section 8 non-profit companies, and companies governed by special legislation are excluded from small company classification regardless of their size.

What compliance relaxations do small companies get?

Simplified MGT-7A annual return (no CS required), no auditor rotation, no mandatory cash flow statement, abridged Board Report, only 2 board meetings per year (not 4), and no secretarial audit requirement.

What are the current thresholds after the 2022 amendment?

₹4 crore paid-up share capital AND ₹40 crore turnover. Both must be satisfied simultaneously. Raised from ₹2 crore and ₹20 crore by the 2022 Companies Amendment Rules.

Do small companies need CSR compliance?

No. CSR thresholds (turnover ≥ ₹1,000 crore) are far above the small company turnover ceiling of ₹40 crore. Small companies are effectively exempt from mandatory CSR spending under Section 135.