The Companies (Incorporation) Amendment Rules, 2023

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:-
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(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
(e) 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,-
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(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,