MCA Notifies Amended Form CRL-1 Under Companies (Restriction on Number of Layers) Amendment Rules, 2025 [Read Order]

The Ministry of Corporate Affairs ( MCA ) has issued aN update to the Companies (Restriction on Number of Layers) Rules, 2017, by notifying the Companies (Restriction on Number of Layers) Amendment Rules, 2025 through Notification G.S.R. 427(E) dated June 27, 2025.

The amendment, effective from July 14, 2025, introduces a revised Form CRL-1, which is to be filed by companies regarding the number of layers of subsidiaries they operate through.

As per the amended rules, the newly substituted Form CRL-1 Return Regarding Number of Layers is to be filed in accordance with the proviso to Section 2(87) of the Companies Act, 2013, and Rule 2(4)(i) of the Companies (Restriction on Number of Layers) Rules, 2017.

The form captures detailed disclosures from companies about the number of layers of subsidiaries they have as on the commencement date of these rules.

The form mandates companies to provide key information such as the Corporate Identity Number (CIN), name and registered office address, email ID, and most critically the number of subsidiary layers in the corporate structure.

It also requires a layer-wise disclosure of the number of subsidiaries under each layer and detailed particulars of subsidiary companies and their respective holding companies. These include registration types, registration numbers, names, and the percentage of shares held by holding companies in each subsidiary. The form is to be digitally signed by an authorised signatory, such as a director, CEO, CFO, manager, or company secretary, and must be supported by a board resolution authorising the filing.

The form also includes a declaration confirming the truthfulness, accuracy, and completeness of the information provided. Companies are cautioned that false statements or suppression of material information may attract penal consequences under Sections 448 and 449 of the Companies Act, 2013, which deal with punishment for false statements and false evidence, respectively.

The rationale behind limiting the number of subsidiary layers is to curb the creation of complex multi-tiered corporate structures that can be misused for tax evasion, money laundering, and other illicit purposes.

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