The Ministry of Corporate Affairs (MCA) has officially amended the Companies (Listing of Equity Shares in Permissible Jurisdictions) Rules, 2024. This amendment, now notified as the Companies (Listing of Equity Shares in Permissible Jurisdictions) Amendment Rules, 2025, was published in the Gazette of India through notification G.S.R. 443(E) and takes effect immediately.
The central reform introduced under this amendment is the replacement of Form LEAP-1—a mandatory form for companies seeking to file their prospectus for listing equity shares in designated foreign jurisdictions.
Detailed Changes Introduced
1. Substitution of Form LEAP-1:
The revised Form LEAP-1 brings enhanced clarity and compliance, replacing the earlier version in the Second Schedule of the 2024 Rules. It introduces structured, mandatory fields designed to capture all critical aspects of the prospectus filing process.
2. Expanded Disclosures:
Companies are now required to disclose Corporate Identity Number (CIN), Registered office address and email ID, Purpose of the application (explicitly stating that it’s for filing a prospectus), and Key dates, including regulatory approval and prospectus submission timelines
3. Declaration of Pending Proceedings:
For the first time, the form mandates a direct disclosure on whether the company is subject to any inspection, investigation, or inquiry under the Companies Act, 2013. This ensures higher regulatory oversight and investor transparency.
4. Mandatory Attachments:
Applicants must now include approval from the securities regulator or stock exchange, acknowledgement of the prospectus filing, complete copy of the prospectus and any other relevant optional documents
5. Certification and Accountability:
The form must be digitally signed by a key managerial personnel—such as a Director, CEO, CFO, or Company Secretary—along with a certification from a practicing Chartered Accountant, Cost Accountant, or Company Secretary. The professional must declare that the information has been verified against original company records.
Rationale Behind the Amendment:
This amendment strengthens the regulatory framework for Indian companies listing overseas by ensuring:
Procedural Uniformity: A standardized form reduces ambiguity and improves consistency in filings.
Due Diligence: Disclosures regarding pending investigations or regulatory actions protect investor interests.
Digital Compliance: Electronic filing and digital authentication improve efficiency and record-keeping integrity.
Furthermore, the notification draws attention to Sections 448 and 449 of the Companies Act, 2013, which prescribe stringent penalties for false statements or fabricated evidence, by reinforcing the seriousness of compliance.
Notification Details
Date: 3rd July, 2025
