Introduced in the Lok Sabha on March 23, 2026, proposes significant changes to the Companies Act, 2013, and the Limited Liability Partnership (‘LLP’) Act, 2008. The Bill represents a significant shift toward streamlining corporate restructuring and reducing the regulatory friction for M&A transactions.

Here is a summary of the key provisions from an M&A and restructuring perspective:

1. Expansion of Fast-Track Mergers (FTM):

The Bill significantly broadens the scope of Section 233 (Fast-Track Mergers), which allows companies to bypass the lengthy National Company Law Tribunal (‘NCLT’) process by seeking approval from the Regional Director (‘RD’).

• Wider Eligibility: FTM is now proposed to cover transactions between holding companies and their subsidiaries, as well as a broader class of small companies (on account of increased thresholds) and startups.
• Lower Approval Thresholds: The Bill suggests rationalizing the approval thresholds for FTMs. For certain classes of companies, the required shareholder approval may be set at 75% by value (aligned with Section 230–232 of Companies Act, 2013) but with simplified procedural filings to expedite the timeline. Additionally, the creditor approval threshold is rationalized from 90% to 75% in value.

2. Filing of multi-location merger applications before NCLT

All merger applications under Sections 230–232 will now be filed before the NCLT bench having jurisdiction over the transferee/resultant company ending the multi-bench coordination challenge.

• Single-bench regime: Eliminates duplicative proceedings and reduces inter-bench inconsistencies—historically, a key execution bottleneck.
• Timeline efficiency: Consolidation of jurisdiction is likely to materially compress approval timelines, particularly in cross-jurisdiction group restructurings.

3. Modernizing Capital Management

The Bill introduces more flexibility for capital restructuring, which is a core component of M&A and PE exits.

• Dual Buybacks: Companies may now be permitted to undertake two share buybacks within a single financial year, provided there is a minimum gap of six months between the transactions.
• Buyback Cap Relaxation: There are provisions to relax the current 25% cap on buybacks for specific classes of companies, offering more room for capital repatriation during exits.

4. LLP Framework & Trust Conversions

The Bill introduces a major structural change aimed at providing more options for investment vehicles.

• Direct Trust-to-LLP Conversion: The Bill introduces a framework allowing specified trusts (particularly those registered with SEBI or the International Financial Services Centres Authority - IFSCA, such as AIFs) to convert directly into LLPs. This simplifies the transition for PE/VC funds looking for more tax-efficient or flexible legal structures.
• IFSC LLPs: Formal recognition of International Financial Services Centre LLPs, allowing them to maintain share capital in foreign currency, which facilitates easier cross-border M&A and global partner contributions.

The Bill has been referred to a Joint Parliamentary Committee (‘JPC’) for detailed review. JPC’s recommendations will navigate the shifting M&A landscape in India.