**Disclaimer:** This article is for informational purposes only and does not constitute legal, tax, financial, or investment advice. Laws and regulations vary by jurisdiction and change frequently. Always consult a qualified professional before making any decision.
In early June 2026, the Ministry of Corporate Affairs released clarificatory guidance on consortium and joint-venture structuring for infrastructure projects, particularly addressing multi-party coalitions involving SPVs, developer entities, and institutional investors. The guidance—released via MCA Circular 06/2026—focuses on partner liability segregation, mandatory consortium disclosure templates, and expedited exit protocols. For infrastructure firms structuring new JVs or restructuring existing consortia, this marks a material shift in governance expectations and compliance mechanics.
Market signals
MCA Circular 06/2026 now requires explicit tiered-liability documentation in JV agreements, distinguishing between proportional liability (for project performance) and joint liability (for regulatory breaches). Infrastructure consortia must file these frameworks with the Registrar of Companies within 30 days of execution or amendment.
All infrastructure JVs with three or more parties must now file a standardised disclosure form (MCA Form CON-2) listing partner caps, exit triggers, and dispute-resolution venues. Form filing is mandatory before first operational board meeting and annually thereafter with GSTR-9.
The June 2026 update permits partner withdrawal without full consortium dissolution if withdrawal provisions are pre-approved and filed. This reduces legal friction in multi-party infrastructure projects where stakeholder composition may shift post-financial close.
Infrastructure consortia and SPVs must now formally document partner liability tiers and file them with the Registrar of Companies—a departure from earlier practice where such terms remained contractual-only. Non-compliance with the 30-day filing window may result in RoC notices, potential director disqualification, and rejection of subsequent regulatory filings (land NOC approvals, environmental clearance linkages). Existing JVs formed before June 2026 typically have until 31 December 2026 to amend and re-file. Vinayakam Consultants assists infrastructure consortia in drafting compliant JV agreements that embed the new liability and disclosure templates, file Form CON-2 and all ancillary RoC schedules, and structure partner exit frameworks to minimise regulatory friction and litigation risk.
Your action checklist
- Review all active infrastructure JV and consortium agreements; identify any formed or amended before June 2026 that lack explicit tiered-liability clauses. Engage counsel to draft amended schedules and file revised MOUs with the Registrar of Companies before 31 December 2026.
- Prepare and file MCA Form CON-2 for all consortia with three or more parties, listing each partner's capital commitment, liability cap, exit triggers, and dispute-resolution venue. Ensure Form filing occurs before the first full board meeting and ensure annual renewal alignment with GSTR-9 filing cycles.
- Document all partner withdrawal and exit protocols in the JV agreement; ensure pre-approval mechanisms are in place and that the agreement explicitly states whether withdrawal triggers consortium dissolution or merely partner exit. Attach this documentation to Form CON-2.
- Conduct a compliance audit of existing infrastructure SPVs; verify that all Registrar of Companies filings (MOA, AOA, director registers, partner disclosure schedules) reflect current partner composition and liability allocations. Flag any gaps and initiate corrective filings within 30 days.
Frequently asked questions
MCA Circular 06/2026 requires explicit tiered-liability documentation, mandatory consortium disclosure via Form CON-2 for three-plus party JVs, and streamlined exit protocols for infrastructure SPVs with pre-approved withdrawal provisions.
Tiered-liability frameworks must be filed within 30 days of JV agreement execution or amendment, and the standardised Form CON-2 must be filed before the first operational board meeting and annually with GSTR-9.
Yes, partner withdrawal is permitted without full consortium dissolution if withdrawal provisions are pre-approved and filed with the Registrar under the June 2026 update.