The Ministry of Corporate Affairs (MCA), through its public notice dated 8 April 2026, has proposed comprehensive amendments to the Companies (Incorporation) Rules, 2014 after reviewing stakeholder suggestions, industry feedback, and internal recommendations. The draft Companies (Incorporation) Amendment Rules, 2026 aim to streamline company incorporation, reduce compliance burden, and promote ease of doing business. Key proposals include consolidation of multiple forms into simplified e-forms such as “E-CHNG” and “E-CON,” rationalisation of KYC and documentation requirements, and removal of redundant provisions like affidavits for OPC conversion and certain director-related filings. The draft also proposes simplification of name reservation rules, enhanced clarity on trademark-related objections, and the ability to withdraw reserved names. Stakeholders have been invited to submit comments through the MCA e-consultation portal by 9 May 2026. The amendments are intended to modernise procedures, eliminate duplication, and align incorporation processes with evolving regulatory and digital frameworks.
The explanatory note outlines structural and procedural reforms, including streamlined requirements for Section 8 companies, expanded documentation options for registered offices, and introduction of a new rule addressing liability of deceased subscribers. The draft also proposes flexible physical verification of registered offices, increased limit for allotment of Director Identification Numbers from three to five, and optional integration of registrations such as EPFO, ESIC, and bank accounts. Communication processes are proposed to shift towards electronic modes, replacing registered post with speed post and email, while timelines for public notices are rationalised. Rules governing shifting of registered offices across states are updated to allow limited flexibility during ongoing inquiries under specified conditions. Additionally, provisions relating to company names are extensively redrafted to improve clarity and reduce ambiguity. Overall, the amendments seek to simplify regulatory procedures, enhance transparency, and facilitate business operations while maintaining necessary safeguards under the Companies Act, 2013.
Ministry of Corporate Affairs
CL-V Section
Policy-0 1/2/202 5-CL-V-MCA-Part(2)
New Delhi, the 8th April, 2026
Public Notice
In view of representations, suggestions and recommendations received from the stakeholders from time to time, including industry associations, professionals, regulatory authorities, internal committee set up the Ministry and other users of the corporate regulatory framework, a comprehensive review of the Companies (Incorporation) Rules, 2014 has been undertaken.
These amendments are aimed at streamlining the process of incorporation of companies, reducing compliance burden on stakeholders, and further advancing the objective of facilitating Ease of Doing Business.
Accordingly, a draft notification titled the Companies (Incorporation) Amendment Rules, 2026, proposing amendments to the Companies (Incorporation) Rules, 2014, has been prepared and is placed on the website of the Ministry of Corporate Affairs (www.mca.gov.in) for information of stakeholders.
The Ministry invites suggestions and comments from stakeholders on the proposed draft amendments. Suggestions/comments, along with brief justification, may be submitted through the e-Consultation Module available on the website of the Ministry of Corporate Affairs latest by 9th May, 2026. The explanatory note on the matter is enclosed.
Explanatory Note
Sub.: Amendment in Companies (Incorporation) Rules, 2014.
1. The draft proposes consolidation of several incorporation-related forms into two simplified e-forms to reduce multiplicity of filings and repetitive disclosures. Forms INC-4, INC-22, INC-23 and INC-24 are proposed to be merged into a single form “E-CHNG” for changes in registered office and name, while forms INC-6, INC-1 8, INC-12, INC-20, INC-27, RD-1 and INC-28 are proposed to be merged into a single form “E-CON” for various conversions, approvals and orders.
2. The requirement of submissions of affidavit by directors for conversion into OPC under Rule 7(4)(iii) is proposed to be done away with. Further, the criminal liability specific to OPCs under Rule 7A is proposed to be omitted.
3. Name availability and name reservation provisions are proposed to be simplified. Rule 8 is proposed to be fully redrafted in simpler and clearer language, after examining comparable international practices, and Rule 8A is proposed to be substituted to give more clarity on trade mark related objections and other aspects raised by stakeholders.
4. A proviso is proposed to be inserted to the existing Rule 9A to allow for withdrawal of reserved names before incorporation or change of name.
5. KYC and document requirements for subscribers at the time of incorporation are proposed to be rationalised through amendment in Rule 16.
6. Rule 17, which currently requires filing DIR-1 2 for first directors along with their particulars and consents at incorporation, is proposed to be omitted since such details are now captured through SPICe+ itself.
7. For companies licensed under section 8, documents required along with licence applications are proposed to be streamlined. Clauses requiring manual attachment of MoA/AoA and estimates of future income and expenditure are proposed to be omitted, to promote Ease of Doing Business. Further, existing provisions do not allow conversion of a Section 8 company limited by guarantee to a Section 8 company limited by shares. Rule 39 is proposed to be amended to allow such conversions.
8. The process for giving public notice and sending copies in cases such as conversion of section 8 companies and shifting of registered office is proposed to be rationalised and aligned with current modes of communication. Timelines are proposed to be adjusted so that public notice is issued not more than 15 days before filing the application, and the requirement of sending notices by “registered post” are also proposed to be replaced by “speed post” and the use of e-mail in specified rules is also proposed (Rules 22, 28 and 30).
9. A new Rule 23B is proposed to address situations where a subscriber passes away before paying for the shares taken at incorporation (other than OPCs). The legal representative of such deceased subscriber will be liable to pay the unpaid amount, and once payment is made, will step into the shoes of the subscriber and enjoy the same rights as if he/she had been the subscriber, with “legal representative” defined in line with the general legal principles.
10. Registered office related documents to be filed is proposed to be updated with clearer scenarios and a wider range of acceptable documents. Rule 25 is proposed to be substituted so that (a) owned premises, (b) leased/rented premises, (c) co-working or other arrangements, and (d) premises in Special Economic Zones are each specifically covered, with more options such as title deed, property tax receipt, municipal khata, allocation letters, payment receipts, or recent utility bills, and with an explanation on when a letter of authorisation is needed.
11. Physical verification of the registered office by the Registrar under section 12(9) is proposed to be made more flexible. Rule 25B (1) is proposed to be amended so that the Registrar may cause physical verification through an authorised person, in the presence of two local witnesses and, if required, with assistance of local police, based on information and documents available, thereby allowing risk based and need based verification instead of mandatory visits in all cases.
12. Rules dealing with shifting of registered office from one State to another are proposed to be updated. Companies will be allowed to serve notices on debenture-holders, creditors, Registrar, S EBI and concerned regulators by speed post or e-mail (instead of only registered post). Further, the revised Rule 30(9) will permit shifting in limited cases even when inquiry/inspection/investigation is pending, based on Board undertakings, and will allow shifting in IBC resolution cases where the defaults relate to periods prior to change of management.
13. Provisions on incorporation through SPICe+ and allotment of Director Identification Numbers are proposed to be liberalised. The cap on number of directors for whom DIN can be applied at the time of incorporation is proposed to be increased from three to five, and consent of individuals who are also subscribers to the Memorandum will be treated as deemed consent to act as directors, while for other proposed directors consent will be captured through OTP-based authentication or, where OTP is not used, via Form DIR-2.
14. The integrated registration requirements under Rule 38A (AGILE-PRO-S/INC-35) are proposed to be made more business-friendly. While the form will continue to facilitate multiple registrations (GSTIN, EPFO, ESIC, Profession Tax, Shops and Establishment, and bank account opening), obtaining EPFO, ESIC and bank account through this route will be made optional, thus giving flexibility to companies to opt for these registrations at a later stage based on their business needs.
15. Overall, the proposed amendments aim to simplify procedures, reduce the number of forms and duplicate filings, enable wider use of electronic communication, align with other regulatory frameworks (such as GST and IBC), and clarify grey areas like liability of deceased subscribers and documentation for registered office. Stakeholders are invited to examine these changes, and to offer specific, actionable suggestions and objections with brief justification.
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Draft Notification
G.S.R.______ —In exercise of the powers conferred under section 3, section 4, sub-sections (5) and (6) of section 5, section 6, sub-sections (1) and (2) of section 7, subsections (1) and (2) of section 8, clauses (a) and (b) of sub-section (1) of section 11, sub-sections (2), (3), (4), (5) and (9) of section 12, sub-sections (3), (4) and proviso to sub-section (5) of section 13, sub-section (2) of section 14, sub-section (1) of section 17, section 20 read with sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Incorporation) Rules, 2014, namely:-
1. Short title and commencement.— (1) These rules may be called the Companies (Incorporation) Amendment Rules, 2026.
(2) They shall come into force from the date of their publication in the Official Gazette.
2. In the principal rules, in rule 4, for the word, letters and figures “Form No. INC-4”, the words and letters “Form E-CHNG – Part A” shall be substituted.
3. In the principal rules, in sub-rule (3) of rule 6, for the words, letters and figures “Form No. INC-6”, the words and letters “Form E-CON – Part C” shall be substituted.
4. In the principal rules, in Rule 7,
i. in sub-rule (4), for the words, letters and figures “Form No. INC-6”, the words and letters “Form E-CON – Part C” shall be substituted.
ii. sub-clause (iii) of sub-rule (4) of rule 7, shall be omitted.
5. In the principal rules, rule 7A shall be omitted.
6. In the principal rules, for rule 8, the following rule shall be substituted, namely:-“8. Names which resemble too nearly with name of existing company.-
(1) A proposed name shall be considered to be too nearly resembling an existing name, if and only if, the names are the sameafter:-
(a) the items provided in sub-rule (2) of Rule 8 are disregarded; and
(b) the matters provided in sub-rule (3) are considered,
(2) For the items provided in column B of the Table below, which shall be disregarded, the illustrations are referred to in column C:-
TABLE
| S. No. | Items / Matters to be disregarded | Illustrations |
| A | B | C |
| a. | Private, Pvt, Pvt., OPC Pvt. Ltd., IFSC Limited, IFSC Pvt. Limited, Producer Limited, Limited, Unlimited, Ltd, Ltd., LLP, Limited Liability Partnership, company, and company, &, corporation, or group. | (i) Sunrise Technologies Pvt. Ltd. and Sunrise Technologies Ltd. are same.
(ii) Zenith Corporation Ltd is same as Zenith Group Ltd and Zenith LLP. (iii) Orchid Agro Farming Limited is not the same as Orchid Agro Limited. |
| b. | Singular and plural forms of the words | (i) Blue Innovation Ltd. is same as Blues Innovation Ltd. and Blues Innovations Ltd. or Blue Innovations Ltd.
(ii) Future Solutions Ltd. is not the same as Future Resolutions Ltd. |
| c. | Letter case, spacing, punctuation marks, or special characters | (i) NextGen Ltd. is same as Next Gen Ltd. and “Next@Gen Ltd.”
(ii) Quick Serve Ltd. is not the same as Quick@Solutions Ltd. (iii) HELLO World Pvt. Ltd. is same as helloworld Ltd. (iv) Eco-Friendly Solutions Limited. Is same as Eco Friendly Solutions Ltd |
| d. | Use of different tenses. | (i) Grow Solutions Ltd. is same as Growing Solutions Ltd. and Grown Solutions Ltd.
(ii) Excel English Classes Ltd. is same as Excelled English Classes Ltd. |
| e. | Use of misspelt words | (i) SunVvolt Renewable Energy Ltd. is the same as SunVolt Renewable Energy Ltd.
(ii) Mediteck Healthcare Solutions Ltd. is the same as Meditech Healthcare Solutions Ltd. |
| f. | Slight spelling or grammatical variations | (i) Fiber Technologies Ltd. is same as Fibre Technologies Ltd.(ii) Colour Solutions Ltd. is same as Color Solutions Ltd. but it is not same as Semi Colour Solutions Ltd. |
| g. | Use of definite or indefinite articles i.e. a, an, the | (i) Harmony Travels Ltd. is same as A Harmony Travels Ltd. and The Harmony Travels Ltd.
(ii) Maya Industries Ltd. is not the same as Amaya Industries Ltd. |
| h. | Use of abbreviations | (i) ScholarBridge Corporation Pvt. Ltd. is same as ScholarBridge Corpn. Ltd.
(ii) Orbit International Education |
| i. | Use of host name such as ‘www’ or a domain extension such as ‘net’, ‘org’, ‘dot’ or ‘com’ in one or both names | (i) Prime Solutions Ltd. is same as Primesolutions.com Ltd.
(ii) Global Prime Solutions Ltd. is not the same as Primesolutions.com Ltd. |
| j. | Order of words in the name | (i) Aurora Healthcare and Diagnostics Ltd. is the same as Aurora Diagnostics and Healthcare Ltd.(ii) Silver Technologies and Innovations Ltd. is not the same as Silver Innovations and Technology Research Ltd. |
| k. | Addition of a name of a place to an existing name which does not already contain name of a place | (i) If Vertex Manufacturers Ltd, is an existing name, it is same as Vertex Manufacturers Mumbai Ltd.
(ii) If Nova Pharmaceuticals Assam Ltd. is an existing name, it is not the same as Nova Pharmaceuticals Chennai Ltd |
| l. | Addition, deletion, or modification of numerals or expressions denoting numerals, unless the numerals or expressions denoting numerals taken together represents a trade mark registered as a wordmark under the Trade Marks Act, 1999 and the rules framed thereunder. | (i) Thunder Services Ltd is same as Thunder11 Services Ltd and OneThunder Services Ltd
(ii) GreenLeaf Organics11 Ltd. is same as GreenLeaf Organics Ltd and GreenLeaf101 Organics Ltd. (iii) Pulse 99 Fitness Ltd. is not the same as Pulse Fitness Ltd, if Pulse 99 is a trade mark registered as a wordmark |
(3) For the matters provided in column B of the Table below, which shall be considered, the illustrations are referred to in column C:-
TABLE
| S. No. | Matters to be considered | Illustrations |
| A | B | C |
| a. | If the proposed name is applied for by a holding company for incorporation of its subsidiary in the IFSC jurisdiction by only adding the word “IFSC” in the name of such subsidiary, the name shall not be considered to be same. | (i) If Global Insurance Ltd. is the holding company, the subsidiary’s name, Global Insurance IFSC Pvt. Ltd., shall not be considered to be same as that of the holding company.(ii) If Dolphin Investments Ltd. is the holding company, the subsidiary’s name, Dolphin Investments IFSC Ltd, shall not be considered to besame as that of the holding company. |
| b. | If the proposed name is pronounced the same as an existing name, the names shall be considered to be same. | (i) Xpress Delivery Ltd. shall be considered to be same as Express Delivery Ltd.(iv) Shree Balaji Traders Ltd. shall be considered to be same as Shri Balaji Traders Ltd.(iii) Kalyani Steels Ltd. is not considered to be the same as Kalyan Steels Ltd. |
| c. | If the proposed name is a complete translation or transliteration of an existing name in Hindi or English, the names shall be considered to be same. | (i) Green Transport Corporation Ltd. is the same as Harit Parivahan Nigam Ltd.
(ii) Trust Finance Ltd. is not the same as Vishwas Finance Ltd. |
| d. | If the existing company provides a no objection by way of a Board resolution for use of a name, the items specified in SI. No. (g), (i), (j), (k) and (l) shall not be disregarded. | (i) If Lenient Technologies Ltd. is an existing company, which has provided a no objection by way of a Board resolution, the proposed name Lenient Technologies India Ltd. shall not be considered to be same.” |
7. In the principal rules, for rule 8A, the following rule shall be substituted, namely:-
8A. Undesirable names.-
(1) A name will be considered undesirable if—
a. it is prohibited under section 3 of the Emblems and Names (Prevention of Improper Use) Act, 1950, unless, prior permission has been obtained under the Act;
b. (i) Save as provided in section 35 of the Trade Marks Act, 1999 (47 of 1999), the name includes a trade mark registered under the Trade Marks Act, 1999 and the rules framed thereunder as a wordmark, in relation to the relevant goods or services in which the activity of the company is being carried out or is proposed to be carried out, unless the consent of the owner of the trade mark has been obtained and produced.
(ii) The name includes a well-known trademark as referred to in clause (zg) of section 2 of the Trade Marks Act, 1999 in relation to the goods or services specified in objects by the applicant
(iii) If apart from the registered trademark, the name only contains a word or words that denote:
I. name of a place;
II. description of the business activity;
III. description of the quality of goods or services;
IV. description of the geographical scope or area of operation;
V. numerals, letters or combinations thereof;
VI. abbreviations or shortened forms of the above words;
Illustrations:
(A) SKYLINE INFRASTRUCTURE PRIVATE LIMITED shall not be considered undesirable merely because a logo mark containing the word “Skyline” is registered, where no wordmark registration exists.
(B) ORION ENERGY PRIVATE LIMITED shall not be considered undesirable on the basis of a device mark registered for a star symbol under the name “Orion”, where no wordmark registration exists.
(C) ABC INDIA LIMITED or ABC DELHI ELECTRIC LIMITED shall be considered undesirable, if ABC is registered as a wordmark, as the addition of the name of the place or the description of the business activity do not create distinctiveness.
(D) ALPHA SUPERIOR TEXTILE LIMITED, or ALPHA BEST TEXTILE PRIVATE LIMITED shall be considered undesirable, if ALPHA is registered as a wordmark, as words denoting quality or business activity do not create distinctiveness. However ALPHA BETA POWER LIMITED shall not be undesirable, unless BETA is also registered as a wordmark.
(E) TRINITY GLOBAL LIMITED, TRINITY INTL LIMITED, OR TRINITY WORLDWIDE SERVICES PRIVATE LIMITED shall be considered undesirable, if TRINITY is registered as a wordmark, as added words only indicate the extent of operations, or their abbreviations or shortened forms, or the business activity.
c. it includes any word or words offensive to any section of the people;
d. is identical with or too nearly resembles—
(i) the name of an existing company or limited liability partnership;
(ii) the popular or abbreviated description of such company or LLP;
(iii) a name reserved under rule 9; or
(iv) the name of a company or limited liability partnership incorporated outside India and reserved with the Registrar:
Provided that the provisions of rule 8 shall apply mutatis mutandis while determining whether a proposed name is too nearly resembling any such name:
Provided further that where a foreign company incorporates its subsidiary company in India, the original name of the holding company may be allowed with the addition of the word “India” or the name of any Indian State or city, if otherwise available;
e. the company’s main business is financing, leasing, chit fund, investments, securities, or combination thereof, but the proposed name does not indicate such related financial activity;
f. the company’s name is indicative of activities financing, leasing, chit fund, investments, securities, or combination thereof, but the company’s main business is not related to such activities;
g. any part of the proposed name includes the words indicative of a separate type of business constitution or legal person or any connotation thereof e.g. co-operative, sah kari, trust, LLP, partnership, society, proprietor, HUF, firm, Inc., PLC, GmbH, SA, PTE, Sdn, AG, etc.;
Explanation.-For the purposes of this clause, it is hereby clarified that the name including phrase ‘Electoral Trust’ may be allowed for registration of companies to be formed under section 8 of the Act, in accordance with the Electoral Trusts Scheme, 2013 notified by the Central Board of Direct Taxes (CBDT):
Provided that name application is accompanied with a declaration to the effect that the name to be obtained shall be only for the purpose of registration of companies under the said Electoral Trust Scheme as notified by the Central Board of Direct Taxes;
h. it contains the words “British India”;
i. it implies association or connection with embassy or consulate of a foreign government,
j. it includes and implies association or connection with or patronage of a national hero or any person held in high esteem or important personages who occupied or are occupying important positions in the Government;
k. it is identical to the name of a company dissolved as a result of liquidation proceedings, and two years have not elapsed from the date of such dissolution;
l. it is identical to the name of a company struck off under section 248 of the Act or under section 560 of the Companies Act, 1956, and twenty years have not elapsed from the date of publication of such striking off in the Official Gazette.
m. it is identical with the name of a limited liability partnership in liquidation or a limited liability partnership which is struck off up to a period of five years;
n. (i) The proposed name includes the words such as ‘Bank’, ‘Insurance’ or ‘Insurance Broker’, unless an in-principle approval/NoC of the concerned regulator is submitted at the time of incorporation, or at the time of the change of name as the case may be.
(ii) In all other cases where the company would be subject to the requirements of a sectoral regulator, except where a prior approval before the incorporation, or the change of name is specifically required from the concerned regulator, unless the applicant has opted in the Form SPICe + Part B that the company shall not commence its business till all the required approvals from the sectoral regulators have been obtained.
Explanation.—For the purpose of this clause, the onus for verifying the requirement of prior approval of the sectoral regulator shall be on the applicant.
o. it contains only the name of a continent, country, State, or city, e.g. Asia Limited, Germany Limited, Haryana Limited;
p. it includes the word “State” where the company is not a Government company;
q. it is a descriptive name consisting only of commonly used words to describe an activity.
Explanation.—For the purposes of this clause,-
(A) the term “commonly used words” refers to use of generic expressions which may be used by any other company to describe its trade;
(B) while determining whether a name is descriptive or not, the objects of the proposed company or the order of words appearing in a name shall not be relevant;
(C) the name shall not be deemed to be descriptive where “commonly used words” are used in addition to other words in the name;
A. Illustrations
(i) The names Cotton Traders Private Limited and Traders Cotton Ltd. are descriptive names, as they merely describe an activity which may also be carried out by any other company, and the order of the words is not relevant while determining a descriptive name.
(ii) The names Digital Galaxy Ltd., Spice Avenue Ltd., Travel Nest Ltd. or House of Pastries Ltd. are not descriptive, as the names do not merely consist of commonly used words.
(iii) The names Modern Horizon Ltd. or Horizon Modern are not descriptive, as the names do not merely consist of commonly used words, and the order of the words is not relevant while determining whether a name is descriptive.
(iv) The name Clean Energy Equipment Ltd. is a descriptive name, even if the object of the company is not related to making clean energy equipment, as it consists of commonly used words, and the objects of the proposed company are not relevant while determining whether a name is descriptive.
(v) it includes the name of a foreign country or city in a foreign country, unless proof of significance of business relations with such foreign country like memorandum of understanding with a company of such country is furnished;
Provided if the proposed name is a combination of the names of a foreign country and India like India Japan then the same shall be allowed, if there is a government-to-government participation or patronage:
Provided further that no company shall be incorporated using the name of an enemy country.
Explanation.- For the purposes of this clause, ‘enemy country’ means so declared by the Government of India from time to time.
s. it does not include words such as Foundation, Forum, Association, Federation, Chambers, Confederation, Council, Electoral Trust, etc. in case of a Section 8 company;
t. it contains the word “micro finance” or such other similar words, in case of a section 8 company, or the objects of the section 8 company contains references to “micro finance” or such other cognate activities;
u. it has been released from the register of companies upon change of name of a company and three years have not elapsed since the date of such change, unless directed by competent authority in the course of compromise, arrangement or amalgamation.
v. the proposed name includes the word ‘architect’, except where the applicant is covered by the proviso to sub-section (1) of section 37 of the Architects Act, 1972, unless no objection/in-principal approval from the concerned regulator has been obtained from the concerned regulator.
Explanation.- Nothing in this clause shall be construed to restrain any company from undertaking the practice of architecture and its cognate activities by referring the same in its objects.
(2) The applicant shall declare in affirmative or negative (to affirm or deny) whether he is using or has been using in the last five years, the name applied for incorporation of company or LLP in any other business constitution like Sole proprietor or Partnership or any other incorporated or unincorporated entity and if yes, details thereof and No Objection Certificate from other partners and associates for use of such name by the proposed Company or LLP, as the case may be, and also a declaration as to whether such other business shall be taken over by the proposed company or LLP or not.
8. In the principle rules, in rule 9A, after the first proviso, the following proviso shall be inserted, namely:—
“Provided further that without prejudice to the preceding proviso, the applicant may at any time before filing the application for incorporation in terms of rule 38, or change of name in terms of rule 29, as the case may be, request for withdrawal of the name reserved by him through a web-service available on the MCA21 portal in this regard, after which the name so reserved shall be deemed to have been withdrawn.”
9. In the principal rules, in rule 14, for the words, letters and figure “Form No. INC.8”, the words, letters and figures “SPICe+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32)” shall be substituted.
10. In the principal rules, in rule 16,
(i) clause (h) of sub-rule (1) shall be omitted.
(ii) for clauses (m) and (n) of sub-rule (1), the following clauses shall be substituted, namely:-
“(m) Proof of Identity:
-
-
- For Indian Nationals:
- PAN Card/Aadhaar Card
- For Foreign nationals
- Passport
- For Indian Nationals:
-
Explanation.- In case the subscriber is already holding a valid DIN, and the particulars provided therein have been updated as on the date of application, the proof of identity need not be attached.
(n) Residential proof: Any one document out of Bank Statement, Property Tax receipts, A adhaar Card, Electricity Bill, Telephone /Mobile Bill, any other utilities bill such as water, gas, etc.:
Provided that the copy of Bank statement, Electricity bill, Telephone/ Mobile bill or any other utilities bill shall not be more than three months old
Explanation.- In case the subscriber is already holding a valid DIN, and the particulars provided therein have been updated as on the date of application, the proof of residence need not be attached.”
11. In the principal rules, rule 17 shall be omitted.
12. In the principal rules, in rule 18, for the word “Form No. INC-11”, the word “Certificate No. INC-11” shall be substituted.
13. In the principal rules, clause (a) and clause (c) of sub-rule (3) of rule 19 shall be omitted.
14. In the principal rules, in rule 20,
(i) in sub-rule (1), for the words, letters and figures “Form No. 12”, the words and letters “Form E-CON – Part D” shall be substituted.
(ii) in sub-rule (3), for the word “Form No. INC-26”, the word “Notice No. INC-26” shall be substituted.
(iii) in sub-rule (6), for the word “Form No. INC-16. Or Form No. INC-17”, the word “License No. INC-16 or License No. INC-17” shall be substituted.
15. In the principal rules, in rule 21,
(i) in sub-rule (4), for the words, letters and figures “Form No. 18”, the words and letters “Form E-CON – Part E” shall be substituted.
(ii) sub-rule (5) shall be omitted.
16. In the principal rules, in rule 22,
(i) in sub-rule (1), for the words “within a week from the date of submitting” the words “not more than fifteen days before the date of submitting” shall be substituted and for the word, letters and figures “Form No. INC-19”, the word, letters and figures “Notice No. INC-19” shall be substituted;
(ii) in sub-rule (2) of rule 22, for the words “by registered post or hand delivery”, the words “by speed post or hand delivery or through an e-mail” shall be substituted.
17. In the principal rules, in rule 23, for the word, letters and figures “Form No. INC.20”, the word, and letters “Form E-CHNG Part- B” shall be substituted.
18. In the principal rules, after rule 23A, the following rule shall be inserted, namely:-
“23 B. Vesting of the liability of the deceased subscriber-
(1) Where the subscriber to the memorandum (other than in case of a one person company) dies before paying the value of the shares agreed to be taken by him at the time of incorporation, his legal representative shall be liable to pay any sum which the deceased would have been liable to pay, if he had not died, in the like manner and to the same extent as the deceased.
(2) After making the payment in terms of sub-rule (1), the legal representative would be entitled to the same rights as if he had been the subscriber to the memorandum.
Explanation.—For the purposes of this section “legal representative” means a person who in law represents the estate of a deceased person, and includes any person who intermeddles with the estate of the deceased and where a party sues or is sued in a representative character, the person on whom the estate devolves on the death of the party so suing or sued.”
19. In the principal rules, for rule 25, the following rule shall be substituted, namely:-
“25 Verification of Registered Office
(1) The verification of the registered office shall be filed in Form E-CHNG Part – D, or SPICe+ form (INC-32), as the case may be, along with the fee
(2) There shall be attached to said form:-
(a) where premises is owned by the company, any of the following document:
(i) Title deed; or
(ii) Property Tax Receipt; or
(iii) Municipal Khata copy; or
(iv) copy of electricity bill or any other utility bill not older than three months;
(b) where the premises is leased or rented, along with the letter of authorisation, wherever applicable, any one of the following documents:
(i) Lease or rental deed; or
(ii) Property Tax Receipt, or
(iii)Municipal Khata copy, or
(iv) copy of electricity bill or any other utility bill not older than three months.
(c) in cases other than clause (a) or clause (b), along with the letter of authorisation, wherever applicable, any one of the following documents:
(i) copy of the receipt of payment made for use of the premises, including any payment made in the nature of security deposit; or
(ii) copy of the letter of allocation issued by any Department of the Government, or any local body or any authority in relation to the use of such premises;
(3) In case the premise is situated in a Special Economic Zone, or the company is a SEZ Developer, necessary documents/certificates issued by the appropriate authority.
Explanation: For the purposes of this rule, letter of authorisation would be applicable in case the relevant document submitted in accordance with rule is not in the name of the company. The person in whose name the document is issued would be required to give such authorisation and also state his relation to the company.”
20. In the principal rules, for sub-rule (1) of rule 25B, the following sub-rule shall be substituted, namely:-
“(1) For the purposes of Section sub-section (9) of Section 12, the Registrar, based upon the information or documents made available, may cause, through an authorized person, a physical verification of the registered office of the company, in the presence of two witnesses of the locality in which the said registered office is situated and may also seek assistance of the local police for such verification, if required.”
21. In the principal rules, in rule 27, for the word, letters and figures “Form No. INC-22”, the word and letters “Form E-CHNG Part – D” shall be substituted.
22. In the principal rules, of rule 28,
(i) in sub-rule (1), for the word, letters and figures “Form No. INC-23”, the word and letters “Form E-CHNG Part – E” shall be substituted.
(ii) for clause (e) of sub-rule (1), the following clause shall be substituted, namely:-
“I copy of intimation sent to the Chief Secretary of the State through an email or through speed-post as to the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting:
Provided that in case the application has been delivered through:
(a) speed-post, the copy of the tracking details, or
(b) email, the self-certified copy of the e-mail, or
(c)by hand, the necessary acknowledgement from the office, shall also be attached along with the application referred to in sub-rule (1)”
23. In the principal rules, in rule 29,
(i) in sub-rule (2) of rule 29, for the word, letters and figures “Form No. INC-24”, the word and letters “Form E-CHNG Part – C” shall be substituted.
(ii) in sub-rule (2), for the word “Form No. INC-25”, the word “Certificate No. INC-25” shall be substituted.
24. In the principal rules, in rule 30,
(i) in sub-rule (1), for the word, letters and figures “Form No. INC-23”, the word and letters “Form E-CHNG Part – E” shall be substituted.
(ii) in clause (a) of sub-rule (5), for the word “Form No. INC-26”, the word “Notice No. INC-26” shall be substituted.
(iii) in clause (b) and clause (c) of sub-rule (5), for the words “by registered post with acknowledgement due”, the words “by speed post or through an e-mail”.
(iv) for sub-rule (9), the following sub-rule shall be substituted, namely:-
“(9)(i) The order passed by the Central Government confirming the alteration may be on such terms and conditions, if any, as it thinks fit.
(ii) Where any prosecution is pending against the company under the Act, the shifting of registered office shall not be allowed.
(iii) Where any inquiry or inspection or investigation is pending against the company but no prosecution is pending, and the Board of the company undertakes to co-operate with the concerned authorities carrying out the inquiry or inspection or investigation, as the case may be, the shifting of the registered office may be allowed only once during the pendency of such inquiry, inspection or investigation.
(iv) Nothing contained in clause (ii) and clause (iii) shall apply in case:
(a) there has been a change in the management of the company pursuant to any proceedings under the Insolvency Bankruptcy Code, 2016 (31 of 2016) and no stay against such proceedings is pending in any Court or Tribunal; and
(b) the inquiry, inspection, investigation or prosecution so initiated pertains to any violations or defaults which took place prior to the change in management; and
(c) the Board undertakes to co-operate in the proceedings; and
(d) no prosecution is pending against the company in respect of any violations or defaults which took place subsequent to the change in management”
25. In the principal rules, in rule 33,
(i) in sub-rule (1), the word, letters and figures “Form No.INC.27” shall be substituted by word and letters “Form E-CON Part – A”
(ii) in sub-rule (2), for the word, letters and figures “Form No. RD.1”, the word and letters “Form E-CHNG – PART F” shall be substituted.
26. In the principal rules, in rule 33A,
(i) in sub-rule (1), for the word “Form No. INC-11C”, the word “Certificate No. INC-11C” shall be substituted.
(ii) in sub-rule (1), for the word “INC-24”, the word “E-CHNG (Part C)” shall be substituted.
27. In the principal rules, in rule 37,
(i) in sub-rule (1) of rule 37, the word “No.INC.27” shall be substituted by “E-CON (Part A)”.
(ii) in sub-rule (2), for the word “Form No. INC-27A”, the word “Notice No. INC-27A” shall be substituted.
(iii) in sub-rule (6), for the word “Form No. INC-11A”, the word “Certificate No. INC-11A” shall be substituted.
28. In the principal rules, in rule 38,
(i) in sub-rule (2) of rule 38, for the words “allotment of Director Identification Number upto three directors”, the words “allotment of Director Identification Number upto five directors” shall be substituted.
(ii) in sub-rule (3) of rule 38, for the words “maximum of three directors” the words “maximum of five directors” shall be substituted.
(iii) in sub rule 3, after the proviso, the following provisos shall be inserted, namely:-
“Provided that in the case of directors who are subscribers to the memorandum of the company, the consent of such individuals to hold the office as director shall be deemed to have been given by virtue of their subscription to the memorandum.
Provided further that in all the other cases, the consent of an individual to hold the office as director shall be provided by way of an OTP-based authentication and in the absence of the same by the filing of Form DIR-2.”
(iv) in sub-rule (10), for the word “Form No. INC-11”, the word “Certificate No. INC-11” shall be substituted.
29. In the principal rules, in rule 38A, the following proviso shall be inserted, namely:-
“Provided that with effect from the commencement of the Companies (Incorporation) Third Amendment Rules, 2025, the requirements provided in clauses (b), (c) and (e) shall be optional”
30. In the principal rules, of rule 39,
(i) in sub-rule (1) of rule 39, the words, figures and letters “other than a company registered under section 25 of the Companies Act, 1956 or section 8 of the Companies Act, 2013” shall be omitted.
(ii) for the the word, letters and figure “Form No.INC.27”, the word and letters “E-CON Part – A” shall be substituted.
(iii) in sub-rule (6), for the word “Form No. INC-11B”, the word “Certificate No. INC-11B” shall be substituted.
31. In the principal rules, in rule 40,
(i) in sub-rule (1), for the word, letters and figures “Form No. RD-1”, the word and letters “Form E-CHNG Part – F” shall be substituted.
(ii) for clause (b) of sub-rule (3), the following clause shall be substituted, namely:-
“(b) In case where the application is found to be in order, Regional Director shall allow and convey the order by uploading it in the form E-CHNG Part F), within thirty days from the date of application or within thirty days from the date of last re-submission, as the case may be.”
(iii) sub-rule (4), shall be omitted.
32. In the principal rules, in rule 41,
(i) in sub-rule (1), for the word, letters and figures “Form No. RD-1”, the word and letters “E-CON Part – B” shall be substituted.
(ii) in clause (c) of sub rule (3), the word “affidavit” shall be substituted by “declaration”.
(iii) in clause (a) of sub-rule (5), for the word “Form No. INC-25A”, the word “Notice No. INC-25A” shall be substituted.
(iv) in clause (b) of sub-rule (5), the following clause shall be substituted, namely:-
“(b) serve, by speed post (with tracking details)/ email (with self-certified copy)/ hand delivery with acknowledgement due, individual notice on each debenture holder and creditor of the company;
(v) in sub-rule (7), after the proviso, the following proviso shall be inserted, namely:-
“Provided also that nothing contained in the preceding proviso shall apply in a case:
(a) where there has been a change in the management of the company pursuant to any proceedings under the Insolvency Bankruptcy Code, 2016 (31 of 2016) and no stay against the such proceedings is pending in any Court or Tribunal; and
(b) the inquiry, inspection, investigation or prosecution so initiated pertains to any violations or defaults which took place prior to the change in management; and
(c) the Board undertakes to co-operate in the proceedings; and
(d) no prosecution is pending against the company in respect of any violations or defaults which took place subsequent to the change in management.”
33. In the principal rules, in the annexure, for the Forms INC-4, INC-22, INC-23 and INC-24, following shall be substituted, namely;-
