MCA Amends Equity Listing Rules: New Form LEAP-1 Mandated for Overseas Prospectus Filing

The Ministry of Corporate Affairs (MCA) has formally revised the Companies (Listing of Equity Shares in Permissible Jurisdictions) Rules, 2024, through an official amendment now titled the Companies (Listing of Equity Shares in Permissible Jurisdictions) Amendment Rules, 2025. This amendment, notified via Gazette of India notification G.S.R. 443(E), has come into immediate effect. The key highlight of this reform is the introduction of a revised Form LEAP-1, which is now mandatory for companies intending to file a prospectus for listing their equity shares in approved foreign jurisdictions.

What is Form LEAP-1?

Form LEAP-1 is a standardised electronic form introduced by the Ministry of Corporate Affairs (MCA) under the Companies (Listing of Equity Shares in Permissible Jurisdictions) Rules.

It is mandatory for Indian public companies that intend to list their equity shares on foreign stock exchanges in permissible jurisdictions.

Click here to know more about Form LEAP-1

Additional Changes Introduced in Form LEAP-1 and Rules

Companies (Listing of Equity Shares in Permissible Jurisdictions) Amendment Rules, 2025, introduce several critical updates aimed at streamlining the overseas equity listing process.

1. Substitution of Form LEAP-1

The amended rules replace the earlier version of Form LEAP-1, as prescribed in the Second Schedule of the 2024 Rules, with a newly structured and detailed format. The updated form enhances clarity and ensures better regulatory compliance by introducing standardised, mandatory fields. These fields are designed to comprehensively capture all essential details related to the prospectus filing process for overseas equity listings.

The new Form LEAP-1 is attached here for your reference and review:

2. Expanded Disclosures

Under the newly amended rules, companies seeking to file their prospectus for an overseas equity listing must now provide significantly more comprehensive disclosures in Form LEAP1. Specifically, firms are required to include the following details:

Corporate Identity Number (CIN)
Registered Office Address
Official Email ID
Clear Statement of Purpose – stating the objective of the listing
Declaration that the Filing Is for Prospectus Submission
Key Timeline Entries, including:
- Date of regulatory approval
- Date of actual submission of the prospectus

These enhanced disclosure requirements aim to bolster corporate transparency, ensure regulatory traceability, and equip both Indian and foreign stakeholders with essential information at a glance.

2. Declaration of Pending Proceedings

For the first time, the revised Form LEAP-1 requires companies to make an explicit declaration regarding any ongoing inspection, investigation, or inquiry under the Companies Act, 2013. This new requirement introduces a vital layer of transparency, enabling regulators and investors to assess potential legal or compliance risks before an overseas listing.

4. Mandatory Attachments:

The amended rules now require applicants to submit a comprehensive set of supporting documents along with Form LEAP-1. These include:

Approval or clearance from the relevant foreign securities regulator or stock exchange
Acknowledgement of the prospectus filing in the overseas jurisdiction
A complete copy of the prospectus as submitted
Any other relevant optional documents that support the application

5. Certification and Accountability

The revised Form LEAP-1 introduces stringent authentication requirements to ensure accuracy and integrity in filings. It must be digitally signed by a Key Managerial Personnel (KMP)—such as a Director, CEO, CFO, or Company Secretary—affirming the company’s commitment to compliance.

Additionally, a practising Chartered Accountant, Cost Accountant, or Company Secretary is required to certify that the information provided in the form has been verified against original company records.

Permissible Jurisdictions: Where Can Companies List?

The term “permissible jurisdictions” refers to foreign stock exchanges or countries approved by Indian regulators for overseas listings. These currently include jurisdictions such as:

IFSC (GIFT City)
United States
United Kingdom
Singapore
European Economic Area (EEA) nations

The MCA, in consultation with SEBI and RBI, may update this list periodically. The aim is to ensure Indian companies list only in jurisdictions with robust investor protection and well-regulated capital markets.

Key Takeaways

Form LEAP-1 is now mandatory for overseas equity listings under amended MCA rules.
It requires detailed disclosures, including legal proceedings and prospectus-related timelines.
Companies must attach regulator approvals, prospectus copies, and acknowledgements.
Digital signatures by KMPs and professional certifications ensure accountability and accuracy.

Have Questions About LEAP-1 or Overseas Listing?

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Frequently Asked Questions

1. What is Form LEAP-1?

Form LEAP-1 is a mandatory filing form introduced by the Ministry of Corporate Affairs (MCA) for Indian companies seeking to list their equity shares in approved foreign jurisdictions. It captures key disclosures and documentation related to the overseas prospectus.

2. Who needs to file Form LEAP-1?

Any Indian public company that intends to list its equity shares in a foreign jurisdiction categorized as a “permissible jurisdiction” is required to file Form LEAP-1 with the MCA.

3. What are “permissible jurisdictions”?

Permissible jurisdictions are countries or stock exchanges approved by Indian regulators (MCA, SEBI, and RBI) for direct overseas listing. These currently include the U.S., U.K., Singapore, IFSC (GIFT City), and certain EEA nations.

4. What major updates have been made in the new Form LEAP-1?

The revised form now includes structured mandatory fields, expanded disclosures, declaration of ongoing legal proceedings, mandatory document attachments, and compulsory digital authentication by KMPs and professionals.

5. What disclosures are now mandatory under the amended rules?

Companies must disclose their CIN, registered office address, official email ID, purpose of filing (i.e., for prospectus), and timeline-related data such as regulatory approvals and submission dates.

6. What documents must be attached to Form LEAP-1?

Applicants must attach:

Approval or clearance from the foreign securities regulator or stock exchange
Acknowledgement of the overseas prospectus filing
A complete copy of the prospectus
Any other relevant optional documents

7. What does the declaration of pending proceedings involve?

Companies must state whether they are currently under any inspection, investigation, or inquiry under the Companies Act, 2013. This adds a layer of transparency and risk awareness for investors.

8. Who can sign and certify Form LEAP-1?

Form LEAP-1 must be digitally signed by a Key Managerial Personnel (such as a Director, CEO, CFO, or Company Secretary) and certified by a practising Chartered Accountant, Cost Accountant, or Company Secretary.

9. When did the amended rules come into effect?

The amended Companies (Listing of Equity Shares in Permissible Jurisdictions) Rules, 2025 came into immediate effect from the date of their notification in the Gazette of India under G.S.R. 443(E).

10. Why were these changes introduced?

The changes aim to strengthen regulatory oversight, improve transparency, reduce compliance ambiguity, and make overseas listing more structured and reliable for Indian companies and international stakeholders.