CA Foundation · January 2026 · Paper 2
CA Foundation Business Laws January 2026: paper analysis
Our own analysis of the official paper, as of 12 October 2026. The questions and answers belong to ICAI; read them on ICAI's website.
Chapter-wise marks
Where the marks were in this paper (out of 100; internal-choice alternatives not double counted).
| Chapter | Questions | Marks | Share |
|---|---|---|---|
| The Sale of Goods Act, 1930 | 14 | 54 | 23% |
| The Indian Contract Act, 1872 | 12 | 52 | 22% |
| The Companies Act, 2013 | 12 | 42 | 18% |
| The Indian Partnership Act, 1932 | 14 | 40 | 17% |
| The Negotiable Instruments Act, 1881 | 4 | 28 | 12% |
| The Limited Liability Partnership Act, 2008 | 4 | 12 | 5% |
| Indian Regulatory Framework | 2 | 12 | 5% |
What each question tested
In our words, by question number. Open the official paper for the full question.
| Q | Marks | Tests | Chapter |
|---|---|---|---|
| 1(a) | 7 | Conditional acceptance and whether an admission can be cancelled for non-fulfilment of conditions without notice to the applicant | The Indian Contract Act, 1872 |
| 1(b) | 7 | One person company debts: limited liability of the sole member and lifting the corporate veil for fraud | The Companies Act, 2013 |
| 1(c)(i) | 2 | Introduction of a new partner without consent and transfer of a partner interest in the firm | The Indian Partnership Act, 1932 |
| 1(c)(ii) | 4 | Rights of a transferee of a partner interest during the partnership and on dissolution | The Indian Partnership Act, 1932 |
| 2(a)(i) | 2 | Implied condition as to title when the seller is not the true owner and remedy of the buyer | The Sale of Goods Act, 1930 |
| 2(a)(ii) | 2 | Sale by description where delivered goods do not match the description, condition versus warranty | The Sale of Goods Act, 1930 |
| 2(a)(iii) | 3 | Implied warranty of freedom from encumbrance when hypothecated goods are offered as security to another lender | The Sale of Goods Act, 1930 |
| 2(b)(i) | 3 | Meaning of common seal and whether a company must have one | The Companies Act, 2013 |
| 2(b)(ii) | 4 | Differences between a company limited by shares and a company limited by guarantee | The Companies Act, 2013 |
| 2(c)(i) | 4 | Registered office of an LLP, procedure to change it and consequences of default | The Limited Liability Partnership Act, 2008 |
| 2(c)(ii) | 2 | Minimum number of partners in an LLP and eligibility to become a partner | The Limited Liability Partnership Act, 2008 |
| 3(a)(i) | 3 | Whether profit sharing without sharing losses, with an interest guarantee, creates a partnership | The Indian Partnership Act, 1932 |
| 3(a)(ii) | 2 | Whether remuneration as a percentage of contract value makes an agent a partner | The Indian Partnership Act, 1932 |
| 3(a)(iii) | 2 | Whether a lender receiving a share of profits becomes a partner; true test of mutual agency | The Indian Partnership Act, 1932 |
| 3(b)(i) | 3 | Private company restrictions on share transfer and invitation to the public in a wholly owned subsidiary | The Companies Act, 2013 |
| 3(b)(ii) | 2 | Small company status where the company is a holding company | The Companies Act, 2013 |
| 3(b)(iii) | 2 | Government company test based on combined central and state government shareholding | The Companies Act, 2013 |
| 3(c) | 6 | Rules for passing of property in ascertained and unascertained goods | The Sale of Goods Act, 1930 |
| 4(a)(i) | 2 | Written promise to pay a time-barred debt as an exception to the consideration rule | The Indian Contract Act, 1872 |
| 4(a)(ii) | 2 | Validity of a completed gift without consideration | The Indian Contract Act, 1872 |
| 4(a)(iii) | 3 | Gratuitous promise to a friend versus a promise between spouses out of natural love and affection | The Indian Contract Act, 1872 |
| 4(b) | 7 | Definition of a promissory note and its essential elements | The Negotiable Instruments Act, 1881 |
| 4(c) | 6 | Role and functions of the Reserve Bank of India and the Insolvency and Bankruptcy Board of India | Indian Regulatory Framework |
| 5(a) | 7 | Caveat emptor and its exceptions for merchantable quality and sale by description of branded goods | The Sale of Goods Act, 1930 |
| 5(b)(i) | 4 | Mutual rights and liabilities of partners | The Indian Partnership Act, 1932 |
| 5(b)(ii) | 3 | Grounds on which a court may dissolve a partnership firm | The Indian Partnership Act, 1932 |
| 5(c) | 6 | Modes of discharge of a surety by revocation, creditor conduct and invalidation of the guarantee | The Indian Contract Act, 1872 |
| 6(a) | 7 | Dishonour of cheque for insufficient funds: validity of drawer defences, demand notice and time to file complaint | The Negotiable Instruments Act, 1881 |
| 6(b) | 6 | Agreements opposed to public policy | The Indian Contract Act, 1872 |
| 6(b) OR | 6 | Circumstances in which object or consideration of an agreement is unlawful | The Indian Contract Act, 1872 |
| 6(c)(i) | 3 | Suit for specific performance and when the court allows it | The Sale of Goods Act, 1930 |
| 6(c)(ii) | 4 | Right of resale of an unpaid seller and conditions for exercising it | The Sale of Goods Act, 1930 |
What stood out
- Sale of Goods Act (27 marks) and Indian Contract Act (26 marks) together made up over 40 percent of the 120 marks set.
- Companies Act questions (21 marks) were mostly short definitional cases: OPC veil lifting, small company, government company and private company transfer restrictions.
- Indian Partnership Act had the most sub-questions (7), including three short cases on the true test of partnership.
- The paper was heavily case based, with many 2 to 3 mark scenarios, so precise section-level recall mattered more than long theory.
- LLP Act (6 marks) and Indian Regulatory Framework (6 marks on RBI and IBBI) were light but direct, easy-scoring questions.
Practise the chapters that carried the marks
The Sale of Goods Act, 1930, The Indian Contract Act, 1872, The Companies Act, 2013: study guides and practice questions in the CA Foundation format.