List of IMPORTANT QUESTIONS for CA Inter January 2026 exam
Paper 2: Corporate & Other Laws (New Scheme)
[Company Law + LLP (70 marks) and Other Laws (30 marks)]
IMPORTANT QUESTIONS AND CONCEPTS FOR JAN 2026 EXAM
Structure and scope
- “Category A” = must‑do (high prediction + high weight)
- “Category B” = likely but secondary priority.
I) Company Law – Part I
1) Incorporation & matters incidental
Category A:
- Commencement of business – conditions, non‑compliance and punishment.
- One Person Company – eligibility, restrictions, conversion, and compliance-based questions.
- Incorporation process: types of companies, doctrine of Indoor Management vs Constructive Notice.
- Formation of companies with charitable objects (Section 8) – licence, revocation
- Alteration of MoA and alteration of objects – procedural steps and shareholder protection.
- Registered office – verification, shifting within city/state, inter‑state shift, consequences of default.
- Articles of Association – alteration, entrenchment, conflict with MoA and Act.
Category B:
- Service of documents on company and members.
- Classification of companies (public, private, small, section 8, govt company) and foreign company
2) Prospectus & allotment of securities
Category A:
- Definition of prospectus, deemed prospectus, shelf and red herring prospectus – Theory question.
- Misstatement in prospectus – civil and criminal liability of directors, promoters and experts with case.
- Expert’s consent and liability; due diligence defence;
- Role of underwriters- learn rules properly
- Public offer vs private placement – conditions, restrictions, penalties scenario.
- Minimum subscription, application/allotment money, refund and interest provisions.
- Securities listing requirements and consequences of non‑listing.
Category B:
- Punishment for fraud in prospectus and untrue statements.
- Global Depository Receipts (GDRs) – concept and regulatory framework.
- Variation of terms of a contract mentioned in prospectus – shareholder protection.
3) Share capital & debentures
Category A:
- Types of share capital and alteration – increase, consolidation, subdivision, cancellation.
- Variation of shareholders’ rights – procedure and remedies for dissenting shareholders.
- Issue of sweat equity shares and ESOPs – conditions and lock‑in.
- Further issue of share capital (rights issue, preferential issue) ; bonus issue
- Calls on shares, forfeiture and surrender – legality and case‑based MCQ.
- Debentures – types, creation of debenture redemption reserve, role and duties of debenture trustee.
Category B:
- Buy‑back of securities – sources, limits and post buy‑back compliance.
- Issue of shares at premium and discount – restrictions and exceptions.
- Share certificates – legal effect and differences.
4) Acceptance of deposits by companies
Category A:
- Meaning of deposit and “excluded deposits” – typical tricky items for MCQs and case based questions
- Conditions for accepting deposits from members vs public.
- Creation of deposit repayment reserve; deposit insurance; maintenance of liquid assets.
- Punishment for failure to repay deposits and interest – officer in default and company liabilities.
Category B:
- Circular, advertisement, filing of return of deposits.
- Deposits from directors and relatives – disclosure and documentation angle.
5) Registration of charges
Category A:
- Meaning and types of charges – fixed vs floating
- Time limits and procedure for registration of charge by company and charge‑holder.
- Consequences of non‑registration and priority of charges.
Category B:
- Modification of charge and satisfaction of charge – ROC forms and time limits.
- Section 80 for case-based questions.
6) Management & administration
Category A:
- Register of members and index; closure of register –case based question
- Annual General Meeting – compulsory business, notices, shorter notice, adjournment vs postponement.
- Extra‑ordinary general meeting – who can call; requisitionists’ rights; tribunal‑called meeting.
- Proxies – eligibility, rights, revocation, multiple proxies issues.
- Voting through show of hands vs poll vs e‑voting; voting by postal ballot.
Category B:
- Minutes of meetings – contents, inspection, signing.
- Quorum, chairman’s role and casting vote – typical case scenario.
7) Declaration and payment of dividend
Category A:
- Sources of dividend – free reserves, securities premium, past profits; transfer to reserves.
- Unpaid and unclaimed dividend – timeline up to IEPF and investor rights.
- Interim dividend vs final dividend – board’s powers and restrictions (losses case).
Category B:
- Restrictions on declaration of dividend in case of default.
- Penalties for failure to distribute dividend within statutory time.
8) Accounts of companies & audit
Category A:
- Financial statements – true and fair view, compliance with Schedule III, consolidation basics.
- Board’s report – key disclosures and exam‑favourite items (fraud reporting, CSR, risk management).
- National Financial Reporting Authority (NFRA) – powers, role, and disciplinary jurisdiction.
- Appointment, eligibility, qualifications and disqualifications of auditors (individual & firm).
- Auditor’s rotation and cooling‑off period; removal and resignation of auditors.
- Powers and duties of company auditor including reporting of fraud.
- Corporate Social Responsibility – applicability, spending and reporting provisions.
Category B:
- Audit of government companies; CAG’s role.
- Audit of branch offices – reporting lines and rights of branch auditor.
9) Companies incorporated outside India & miscellaneous company topics
Category A:
- Definition and obligations of foreign company – filing requirements and display of name.
- Accounts of foreign company and compliance with Indian law.
- Dormant company – eligibility, advantages and revival procedure.
Category B:
- Small company, holding–subsidiary relationships and associate company – conceptual MCQs.
II) LLP Act, 2008
Category A:
- Nature of LLP – body corporate vs partnership; “LLP vs Company vs Partnership” difference between question.
- Incorporation of LLP, partners’ agreement and default provisions when agreement is silent.
- Rights and duties of partners; authority to bind LLP and agency principles.
- Designated partners – eligibility, responsibilities and penalties.
- Contribution in LLP (tangible, intangible, services) and its valuation.
- Liability of LLP and partners – including unlimited liability in case of fraud.
Category B:
- Conversion of firm or company into LLP and effects of conversion.
- Winding up and dissolution basics – circumstances and authority.
III) Other Laws – Part II
1) General Clauses Act, 1897
Category A:
- Key definitions: “act”, “central act”, “offence”, “rule”, “notification”, “good faith”.
- Rules of interpretation – gender and number, time computation, powers to appoint and suspend.
- Provisions relating to making, issuing and commencement of notifications, orders, rules.
Category B:
- Repeal and re‑enactment; effect of repeal on previous operations and rights.
- Powers and functionaries – delegation and implied powers.
2) Interpretation of statutes
Category A:
- Literal rule, mischief rule, golden rule – with case‑style fact patterns.
- Internal and external aids of interpretation – headings, provisos, explanations, preamble, dictionaries.
- Beneficial, penal and taxing statutes – rules of strict vs liberal construction.
Category B:
- Consolidating, remedial and procedural statutes.
- Use of maxims such as ejusdem generis, noscitur a sociis, expressio unius etc
3) FEMA, 1999
Category A
- Key definitions of “authorised person”, “current account transaction”, “capital account transaction”, “person resident in India”, “person resident outside India”.
- Residential status under FEMA – tests for an individual; treatment of:
- Indian going abroad for employment/business,
- foreigner coming to India for uncertain period,
- student going abroad for studies.
- Section 5 and Current Account Transaction Rules:
- What is freely permitted,
- transactions prohibited,
- transactions permitted with prior approval (Central Govt/RBI).
- Capital account transactions – meaning and broad categories (transfer/acquisition of immovable property, foreign securities, borrowing and lending, guarantees, deposits).
- Role and powers of RBI and Central Government under FEMA – rule‑making, regulations, directions to authorised persons, compounding powers.
- Contravention and penalties under FEMA; concept of continuing contravention; adjudication and compounding of offences.
Category B
- Meaning and role of “authorised dealer”, money changer, off‑shore banking unit; obligations and compliance by authorised persons.
- Acquisition/transfer of foreign exchange, holding of foreign currency accounts by residents
- Broad idea of Liberalised Remittance Scheme (LRS) and common exam‑style scenarios: remittance for education, travel, gifts/donations, investment abroad.
- Compounding procedure: who can apply, which authority compounds, effect of compounding.