Nirmal Saini

Ministry of Corporate affairs has issued a Notification on 27.07.2016  and notified Companies (Incorporation) Third Amendment Rules, 2016 top amend Companies (Incorporation) Rules, 2014. Summary of Major Changes carried out by notification dated 27.07.2016 are as follows :-

1. Now particulars of subscribers and witness to the MoA and AoA of the company can be type written, so long as the subscriber and the witness as the case may be appends his or her signature or thumb impression, as the case may be.

2. In the principal rules, Form No. INC-10 (Form for verification of signature of subscribers) shall be omitted.

3. Now Rule 3(2) is substituted as follows “A natural person shall not be member of more than a One Person Company at any point of time and the said person shall not be a nominee of more than a One Person Company”.

Interpretation: Now it is clear that a person who is a member of an OPC can become nominee in another OPC at the same time.

Further Sub Rule 3 provides that if such a natural personal being member in OPC in accordance with this rule becomes a member in another such Company by virtue of his being a nominee in that OPC, such person shall meet the eligibility criteria specified in sub rule (2) within a period of 180 days.

4. In case the subscriber is already holding a valid DIN, and the particulars provided therein have been updated as on the date of application, and the declaration to this effect is given in the application, the proof of identity and residence need not be attached.”

5. Every company which has a website for conducting online business or otherwise, shall disclose/publish its name, address of its registered office, the Corporate Identity Number, Telephone number, fax number if any, email and the name of the person who may be contacted in case of any queries or grievances on the landing/home page of the said website.

6. As per Rule 29, “The change of name shall not be allowed to a company which has not filed annual returns or financial statements due for filing with the Registrar or which has failed to pay or repay matured deposits or debentures or interest thereon:

Now change of name shall be allowed upon filing necessary documents or payment or repayment of matured deposits or debentures or interest thereon as the case may be.

7. Now, a registered NBFC will require to also file a copy of ‘No Objection Certificate’ from the RBI of India for shifting of registered office from one State or Union territory to another State.

8. Procedure of conversion of unlimited liability company into a limited liability company by shares or guarantee is provided by inserting a new Rule 7.

9. Form No. INC-11 (Certificate of Incorporation) and 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) has been substituted by new forms.

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February 2024