GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi the 19th January, 2023
G.S.R. 42(E). – 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, sub-sections (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, sub-sections (1) and (2) of 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, 2023.
(2) They shall come into force with effect from 23rd January 2023.
2. In the Companies (Incorporation) Rules, 2014 (hereinafter referred to as the said rules) in rule 4,-
(i) for sub-rule (2), the following sub-rule shall be substituted, namely:-
“(2) The name of the person nominated under sub-rule (1) shall be mentioned in the memorandum of One Person Company and such nomination details along with consent of such nominee shall be filled in Form No. INC-32 (SPICe+) as a declaration and the said Form alongwith fee as provided in the Companies (Registration offices and fees) Rules, 2014 shall be filed with the Registrar at the time of incorporation of the company along with its e-memorandum and e-articles.”;
(ii) in proviso to sub-rule (3), for the words, letters and figure, “in Form No. INC.3” the words, letters and figure, “which shall be filed in form of a declaration in Form no. INC.4.” shall be substituted;
(iii) in sub-rule (4), for the words, letters and figure, “in Form No. INC.3”, the words, letters and figure, “in form of a declaration in Form No. INC-4” shall be substituted;
(iv) in sub-rule (5), for the words, letters and figure, “prior consent of such another person in Form No. INC-3”, the words, letters and figure, “consent of such another person and his declaration shall be filed in Form No. INC-4” shall be substituted;
(v) in proviso to sub-rule (5), for the words, letters and figure, “written consent of the new nominee in Form No. INC-3” the words, letters and figure, “particulars of consent of new nominee in form of a declaration in Form No. INC-4” shall be substituted;
(vi) in sub-rule (6), for the words, letters and figure, “prior written consent of the person so nominated in Form No. INC-3” the words, letters and figure, “particulars of consent of the person so nominated in form of declaration in Form No. INC-4” shall be substituted;
3. In rule 6 of the said rules,-
(i) for sub-rule (3), the following sub-rule shall be substituted, namely:-
“(3) The company shall file an application in e-Form No. INC-6 for its conversion into Private or Public Company, other than under section 8 of the Act, alongwith fees as provided in the Companies (Registration Offices and Fees) Rules, 2014 with altered e-MOA and e-AOA.”;
(ii) for sub-rule (4), the following sub-rule shall be substituted, namely:-
“(4) On being satisfied that the requirements have been complied with, the Registrar after examining the latest audited financial statement shall approve the form and issue certificate.”;
4. In rule 7 of the said rules,-
(i) for sub-rule (4), the following sub-rule shall be substituted, namely:-
“(4) The company shall file an application in e-Form No. INC-6 for its conversion into One Person Company alongwith fees as provided in the Companies (Registration Offices and Fees) Rules, 2014 by attaching the following details or documents, namely:-
(i) altered e-MOA and e-AOA;
(ii) copy of NOC of every creditors with the application for conversion;
(iii) affidavit of directors confirming that all the members of the company have given their consent for conversion.”;
(ii) for sub-rule (5), the following sub-rule shall be substituted, namely:-
“(5) On being satisfied that the requirements stated herein have been complied with, the Registrar after examining the latest audited financial statement shall approve the form and issue certificate.”;
5. in rule 19 of the said rules,-
(i) in sub-rule (3),-
(a) in sub-clause (b), the words, letters and figures, “in Form No. INC.14”, shall be omitted;
(b) in sub-clause (d), the words, letters and figures, “in Form No. INC-15”, shall be omitted;
6. in rule 20 of the said rules,-
(i) for sub-rule (2), the following sub-rule shall be substituted, namely:-
“(2) The application under sub-rule (1), shall be accompanied by the following details and documents, namely:-
(a) the e-Memorandum of Association and e-Article of Association of the company;
(b) the declaration by an Advocate, a Chartered Accountant, Cost Accountant or Company Secretary in Practice, that the memorandum and articles of association have been drawn up in conformity with the provisions of section 8 of the Act and rules made thereunder and that all the requirements of the Act and the rules made thereunder or supplemental thereto have been complied with;
(c) a statement showing in detail the assets (with the values thereof), and the liabilities of the company, as on the date of the application or within thirty days preceding that date;
(d) the certified copy of the resolution passed in general or board meetings approving registration of the company under section 8 of the Act; and
(c) a declaration by each of the persons making the application.”;
(ii) for sub-rule (5), the following sub-rule shall be substituted, namely:-
“(5) The Registrar shall after considering two years financial statements immediately preceding the date of application or when the company has functioned only for one financial year, for such year including Board’s reports and audit reports, relating to the existing companies, and after considering objections, if any received by it within thirty days from the date of publication of notice, and after consulting any authority, regulatory body, Department or Ministry of Central Government or the State Government(s), as it may, in its discretion, decide whether the license should or should not be granted.”;
7. in rule 21of the said rules, for sub-rule (4), the following sub-rule shall be substituted, namely:-
“(4) An intimation alongwith copy of the application with annexures as filed in Form no. INC.18 with the Regional Director shall also go to the Registrar through MCA system.”;
8. in rule 22 of the said rules,-
(i) in sub-rule (6), for the words, “attach with the application a certificate” the words, “file the application with a declaration ” shall be substituted;
(ii) in sub-rule (10), in clause (ii), for sub-clause (b) the following sub-clause shall be substituted, namely:-
“(b) amended e-Memorandum of Association and amended e-Article of Association of the company.”;
9. In rule 28 of the said rules, in sub-rule (1) for the words, “following documents” the words “following details and documents” shall be substituted;
10. In rule 30 of the said rules,-
(i) in sub-rule (1), for the words “following documents” the words “following details and documents”, shall be substituted;
(ii) in sub-rule (2) for the words “attached to the application”, the words, “particulars of” and for the word “details” the words, “details in the application” shall be substituted.
(iii) in sub-rule (4),-
(A) the words “Registrar and” shall be omitted;
(B) the following proviso shall be inserted, namely:-
“Provided that the applicant need not to submit separate copy of application with the Registrar and an intimation of filing of application in Form no. INC-23 with the Regional Director shall be shared with the Registrar through MCA system.”
11. in rule 33 of the said rules, for sub-rule (2), the following sub-rule shall be substituted, namely.-
“(2) subject to the provisions of sub-rule (1), for effecting the conversion of a public company into a private company, Service Request Number (SRN) of Form No. RD-1, pertaining to order of the Regional Director approving the alteration, shall be mentioned in Form No. INC-27 to be filed with Registrar along with fee together with the altered e-Memorandum of Association and e-Article of Association within fifteen days from the date of receipt of the order from the Regional Director.”.
12. in rule 37 of the said rules,-
(i) in sub-rule (3),
(a) for the words, “by attaching the following documents”, the words “by attaching the following documents and declarations” shall be substituted;
(b) in clause d., for the words “a copy of altered Memorandum of Association as well as Articles of Association”, the words, “altered e- Memorandum of Association as well as e-Articles of Association” shall be substituted;
13. in rule 39 of the said rules, in sub-rule (5), for the words “enclosing the altered Memorandum of Association and altered Articles of Association”, the words “along with e- Memorandum of Association and altered e-Articles of Association” shall be substituted;
14. in rule 40 of the said rules, in sub-rule (2), the words, letters and figure “in e-form RD-GNL 5” shall be omitted;
15. in rule 41 of the said rules,-
(i) in sub-rule (1), in clause (a), for the words, “a draft copy of the Memorandum of Association and Articles of Association”, the words “e-Memorandum of Association and e-Articles of Association”, shall be substituted;
(ii) in sub-rule (6), in clause (b) the words, letters and figure “in e-form RD-GNL-5” shall be omitted;
16. in Annexure to the said rules,-(i) the form numbers, INC-3 One Person Company-Nominee Consent Form, INC-14 Declaration, INC-15 Declaration and RD-GNL-5- Form for filing addendum for rectification of defects or incompleteness shall be omitted;
(ii) for Form numbers RUN, INC-4, INC-6, INC- 9, INC-12, INC-13, INC-18, INC-20, INC-20A, INC-22, INC-23, INC-24, INC-27, INC-28, INC-31, SPICE+ (INC-32), INC-33, INC-34, INC-35 and RD-1, the following forms shall be substituted, namely:-
Form RUN
Reserve Unique Name
(For change of name only)
[Pursuant to section 4 and 13 of Companies Act, 2013 read with rule 8, 9 and 29 of Companies (Incorporation) Rules, 2014]
Refer instruction kit for filing the form All fields marked in * are mandatory
*****
Form No. INC-4
One Person Company – Change in Member/Nominee
[Pursuant to Section 3(1) of the Companies Act, 2013 and Rule 4 (4),(5) & (6) of The Companies (Incorporation) Rules, 2014]
Refer instruction kit for filing the form All fields marked in * are mandatory
*****
Form No. INC-6
One Person Company and Private Company —Application for Conversion
[Pursuant to section 18 of the Companies Act, 2013Rule 6 and 7(4) the Companies (Incorporation) Rules, 2014]
Refer instruction kit for filing the form.
All fields marked in * are mandatory
*****
Form No. INC-9
Declaration by Subscribers and First Directors
[Pursuant to Sections 7(1)(c) to the Companies Act, 2013 and rule 15 of the Companies (Incorporation) Rules, 2014]
Refer instruction kit for filing the form
All fields marked in * are mandatory
*****
Form No. INC-12
Application for grant of License to an existing company under Section 8
[Pursuant to section 8(5) of the Companies Act, 2013 and Rule 20 of the Companies (Incorporation) Rules, 2014]
Refer instruction kit for filing the form.
All fields marked in * are mandatory
*****
Form No. INC-13
e-MOA (e-Memorandum of Association)
[Pursuant to sections 4 and 8 of the Companies Act, 2013 and rules made thereunder read with Schedule I]
Refer instruction kit for filing the form
All fields marked in * are mandatory
*****
Form No. INC-18
Application to Regional Director for conversion of section 8 company into company of any other kind
[Pursuant to section 8(4)(ii) of The Companies Act, 2013 and Rule 21(4) of The Companies (Incorporation) Rules, 2014]
Refer instruction kit for filing the form
All fields marked in * are mandatory
*****
Form No. INC-20
Intimation to Registrar of revocation/surrender of license issued under section 8
[Pursuant to section 8(4) and 8(6) of The Companies Act, 2013 and Rule 23 of The Companies (Incorporation) Rules, 2014]
Refer instruction kit for filing the form.
All fields marked in * are mandatory
*****
Form No. INC-20A
Declaration for commencement of business
[Pursuant to Section 10A(1)(a) of the Companies Act, 2013 and Rule 23A of the Companies (Incorporation) Rules, 2014
Refer instruction kit for filing the form
All fields marked in * are mandatory
*****
Form No. INC-22
Notice of situation or change of situation of registered office
[Pursuant to section 12(2) & (4) of The Companies Act, 2013 and Rule 25 and 27 of The Companies (Incorporation) Rules, 20141
Refer instruction kit for filing the form.
All fields marked in * are mandatory
*****
Form No. INC-23
Application to the Regional Director for approval to shift the Registered office from one state to another state or from jurisdiction of one Registrar to another Registrar within the same State
[Pursuant to section 12(5) and 13(4) of the Companies Act, 2013 and rule 28 and 30 of the Companies (Incorporation) Rules, 2014]
Refer instruction kit for filing the form.
All fields marked in * are mandatory
*****
Form No. INC-24
Application for approval of Central Government for change of name
[Pursuant to section 13(2) of the Companies Act, 2013 and Rule 29(2) and 33A of the Companies (Incorporation) Rules 2014]
Refer instruction kit for filing the form All fields marked in * are mandatory
*****
Form No. INC-27
Conversion of public company into private company or private company into public company and Conversion of Unlimited Liability Company into a Company Limited by shares or guarantee or conversion of guarantee company into a company limited by shares
[Pursuant to section 14 and 18 of the Companies Act, 2013 and Rule 33, Rule 37 and Rule 39 of the Companies (Incorporation) Rules, 2014]
Refer instruction kit for filing the form
All fields marked in * are mandatory
*****
Form No. INC-28
Notice of Order of the Court or Tribunal or any other competent authority
[Pursuant to Section 12(6), 13(7), 48(4), 58(5), 87, 111(3), 66(5), 230(8), 232, 233(7), 234, 237, 252(2), 441 and others of the Companies Act, 2013 and Section 17(1), 81(4), 107(3), 167, 186, 391, 394(1), 396, 397, 398, 445, 466, 481, 518, 559, 621A, Amalgamation- Others and others of the Companies Act, 1956 and Section 7, 9, 10, 12A, 22(3), 31, 33, 54, 59(8) and others of the Insolvency and Bankruptcy Code, 2016]
Refer instruction kit for filing the form
All fields marked in * are mandatory
*****
Form No. INC-31
e-AOA (e-Articles of Association)
[Pursuant to Section 5 of the Companies Act, 2013 and rules made thereunder read with Schedule I]
Refer instruction kit for filing the form
All fields marked in * are mandatory
*****
SPICe+ Part-A
Name Reservation
[Pursuant to section 4 of Companies Act, 2013 read with rule 8 and 9 of Companies (Incorporation) Rules 2014]
Form NO. INC-32
Refer instruction kit for filing the form All fields marked in * are mandatory
*****
SPICe + Part B
Simplified Proforma for Incorporating Company Electronically
[Pursuant to sections 4, 7, 8(1) 12, 152 and 153 of the Companies Act, 2013 read with rules made thereunder] —Form NO. INC-32
Refer instruction kit for filing the form
All fields marked in * are mandatory.
*****
Form No. INC-33
e-MOA (e-Memorandum of Association)
[Pursuant to Schedule I (see Sections 4 and 5) to the Companies Act, 2013)]
Refer instruction kit for filing the form
All fields marked in * are mandatory
*****
Form No. INC-34
e-AOA (e-Articles of Association)
[Pursuant to Schedule I (see Sections 4 and 5) to the Companies Act, 2013]
Refer instruction kit for filing the form
All fields marked in * are mandatory
*****
Form No. INC-35
AGILE-PRO-5
(Application for Goods and services tax Identification number , employees state Insurance corporation registration plus Employees provident fund organisation registration, Profession tax Registration, Opening of bank account and Shops and Establishment Registration)
[Pursuant to rule 38(A) of the Companies (Incorporation) Rules,2014]
Refer instruction kit for filing the form
All fields marked in * are mandatory
This AGILE PRO S form is part of Spice+ form for GSTIN/ EPFO/ESIC/Profession Tax/Bank Account/Shop and Establishment Registration
*****
Form No. RD-1
Form for filing application to Central Government (Regional Director)
[Pursuant to Section 2(41), 16 and 18 of the Companies Act, 2013 and rule 33A, 40 and 41 of the Companies (Incorporation) Rules, 2014]
Refer instruction kit for filing the form
All fields marked in * are mandatory
[File No. 1/ 13/2013-CL-V, Vol. IV]
(MANOJ PANDEY)
Joint Secretary to the Government of India
Note: The principal rules were published in the Gazette of India, Extraordinary, Part-II, section 3, sub-section (1) vide number G.S.R.250(E), dated the 31st March, 2014 and last amended, vide number G. S. R. 643 (E) dated the 18th August, 2022.
