CA Intermediate · Paper 2
CA Intermediate Corporate and Other Laws: Paper 2 Study Guide
Corporate and Other Laws is Paper 2 of CA Intermediate. It has 100 marks: Part I Company Law and LLP Law (70 marks) and Part II Other Laws (30 marks). You score by learning provisions accurately, then writing answers in provision, facts and conclusion format. 30 marks are MCQs with no negative marking.
This paper tests whether you know the law and can apply it to a short fact situation. Part I covers the Companies Act, 2013 chapters and the LLP Act, 2008. Part II covers the General Clauses Act, 1897, Interpretation of Statutes and FEMA, 1999. It is a reading-heavy paper. Marks come from precise recall of provisions, conditions, time limits and exceptions.
The paper has 30 marks of MCQs and 70 marks of written answers. MCQs carry 1 or 2 marks, have four options, are compulsory and need no reasoning. There is no negative marking, so you should attempt every one. ICAI does not fix the number of MCQs. Written questions are mostly case-based. You are given facts, asked whether an action is valid, and expected to state the rule and your conclusion.
Students usually lose marks in this paper not from lack of effort but from vague recall. They remember the idea of a provision but not the condition, the number or the exception. Those details decide both MCQs and written marks. Students who revise often and practise writing answers tend to do well. Students who only read once tend to struggle. Remember the pass rule: at least 40% in each paper and 50% aggregate in the group. Do not treat this paper as a safe one to skip revising.
Corporate and Other Laws: chapters and topics
Company Law and Limited Liability Partnership Law
Preliminary
Company Law and Limited Liability Partnership Law
Incorporation of Company and Matters Incidental Thereto
- Meaning and Types of Companies
- Promoters and Their Legal Position
- Incorporation Process and Certificate of Incorporation
- Memorandum of Association
- Articles of Association
- Doctrines of Constructive Notice and Indoor Management
- Prospectus and Capital Raising Disclosures
- Share Capital, Allotment and Related Matters
Company Law and Limited Liability Partnership Law
Prospectus and Allotment of Securities
Company Law and Limited Liability Partnership Law
Share Capital and Debentures
- Kinds of Share Capital and Voting Rights
- Issue of Shares: Prospectus and Allotment
- Private Placement, Rights and Bonus Issue
- Sweat Equity Shares and ESOP
- Issue of Shares at Premium and Discount
- Share Certificates, Transfer and Transmission
- Alteration and Reduction of Share Capital; Buy-back
- Debentures: Issue, Types and Debenture Trustee
Company Law and Limited Liability Partnership Law
Acceptance of Deposits by Companies
Company Law and Limited Liability Partnership Law
Registration of Charges
Company Law and Limited Liability Partnership Law
Management & Administration
- Registered Office and Company Identity
- Directors: Appointment, Qualification and Disqualification
- Key Managerial Personnel and Managerial Remuneration
- Board Meetings and Committees
- General Meetings: AGM and EGM
- Resolutions and Minutes
- Related Party Transactions and Director Interests
- Statutory Registers, Annual Return and Corporate Social Responsibility
Company Law and Limited Liability Partnership Law
Declaration and Payment of Dividend
Company Law and Limited Liability Partnership Law
Accounts of Companies
Company Law and Limited Liability Partnership Law
Audit and Auditors
- Statutory Audit and Books of Account Basics
- Appointment of Auditors and First Auditor
- Eligibility, Qualifications and Disqualifications of Auditors
- Rotation of Auditors and Removal, Resignation
- Remuneration and Powers and Duties of Auditors
- Non-Audit Services, Auditor's Liability and Penalties
- Cost Audit, Secretarial Audit and Internal Audit
Company Law and Limited Liability Partnership Law
Companies Incorporated Outside India
Company Law and Limited Liability Partnership Law
The Limited Liability Partnership Act, 2008
- LLP Introduction and Nature of LLP
- Incorporation of LLP and Incorporation Document
- Partners, Designated Partners and Their Liability
- LLP Agreement and Contributions
- Financial Disclosures, Accounts and Audit of LLP
- Taxation, Investigation, Compromise and Arrangements
- Conversion into LLP, Foreign LLPs and Winding Up
Other Laws
The General Clauses Act, 1897
Other Laws
Interpretation of Statutes
Other Laws
The Foreign Exchange Management Act, 1999
How to prepare Corporate and Other Laws
Law rewards repetition and answer-writing practice. Plan several rounds over the same material instead of one long read. Use the current ICAI study material and the amendments notified for your exam attempt.
- Check your attempt's scope first. Read the ICAI amendments notice for your exam so you study only the current law. For example, Paper 2 for January 2027 covers company law amendments up to 30 June 2026.
- Do a first pass through each chapter and build a one-page note per chapter. List the key definitions, conditions, time limits, penalties and exceptions. Keep the note short enough to revise in ten minutes.
- Study the heavy Part I chapters most carefully: Incorporation, Prospectus and Allotment, Share Capital and Debentures, Management and Administration, Accounts and Audit. Then cover Deposits, Charges, Dividend, Foreign Companies and the LLP Act so none is left weak.
- Give Part II real time even though it is 30 marks. The General Clauses Act, Interpretation of Statutes and FEMA are compact. They are also easy marks if you know the definitions and rules.
- Learn through comparison. Make small lists for similar items, such as private and public company requirements, or company and LLP features. Differences are a favourite source of MCQs and short answers.
- Practise MCQs after each chapter. Look at why each wrong option is wrong. Wrong options often change one condition, such as a number, a time period or who must approve.
- Write case-based answers in provision, facts and conclusion format. State the rule, apply it to the given facts in a few lines, and end with a clear conclusion. Do at least a few timed answers per chapter.
- Revise in rounds. In the last weeks, go through your one-page notes, redo mistakes from MCQ practice, and attempt full 3-hour mock papers with 30 marks of MCQs and 70 marks of written questions.
Time management in the exam
- You have 3 hours for 100 marks. Plan roughly 40 to 45 minutes for the MCQs and the rest for written answers, and adjust once you know your own speed.
- Attempt all MCQs. They are compulsory and there is no negative marking, so never leave one blank. If unsure, remove clearly wrong options and pick the best remaining one.
- Read the written questions first and start with the ones you know best. This builds confidence and secures marks early.
- Give each written question time in proportion to its marks. Do not spend a long time on a low-mark question because you know a lot about the topic.
- In case-based questions, spend the first minute marking the key facts such as dates, amounts, and who did what. Then write the answer. This stops you from missing a fact that changes the conclusion.
- Keep the last 10 minutes for review. Check that every question is attempted and that each answer has a conclusion.
Mistakes that cost marks in Corporate and Other Laws
Reading the study material once and not revising
Fix: Plan repeated short revisions using one-page chapter notes. Revise conditions, limits and exceptions each time.
Writing general theory instead of the specific provision
Fix: Begin each answer by stating the rule in plain, precise words. Then apply it to the facts. Do not cite a section number unless you are sure of it.
Skipping the conclusion in case-based answers
Fix: Always end with one clear line, such as the action is valid or invalid, and who is liable. Use the provision, facts and conclusion order.
Ignoring Part II because it carries fewer marks
Fix: Set aside fixed study time for the General Clauses Act, Interpretation of Statutes and FEMA. They are compact and score well with revision.
Leaving MCQs blank or guessing without thinking
Fix: Attempt every MCQ. Eliminate options that break a rule you know, such as a wrong time limit or approval, then choose the best one.
Studying outdated law
Fix: Use the current ICAI study material and the amendments notice for your attempt. Remove any note that conflicts with them.
Corporate and Other Laws: frequently asked questions
How many marks is Corporate and Other Laws in CA Intermediate?
It is Paper 2 and carries 100 marks. Part I Company Law and LLP Law is 70 marks and Part II Other Laws is 30 marks. The paper is 3 hours long.
How many MCQs come in the paper?
The paper has 30 marks of MCQs, with questions of 1 or 2 marks each. ICAI does not fix the number of MCQs. They are compulsory, have four options with one correct answer, and have no negative marking.
What is the pass mark for this paper?
You need at least 40% in the paper, which is 40 out of 100. You also need 50% in the aggregate of your group at one sitting. A score of 60% or more in a paper can give you exemption if you fail the group, under ICAI rules.
How should I write answers in this paper?
Use the provision, facts and conclusion format. State the rule first, apply it to the facts given, and end with a clear conclusion. This earns step marks even if your recall is not perfect.
Which chapters should I focus on first?
Start with the larger Part I chapters, such as Incorporation, Share Capital and Debentures, Management and Administration, and Audit. Then cover the remaining chapters and Part II. Make sure no chapter is left unread.