Companies Rules

Where Articles Contains Entrenchment Provisions Where the articles contain the provisions for entrenchment, the company shall give notice to the Registrar of such provisions in *Form No.INC.2 or 2 [Omitted] or 3,4[[SPICe+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32)]] as the case may be, along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 at the time of incorporation of the company or in case of existing companies, the same shall be filed in Form No.MGT.14 within thirty days from the date of entrenchment of the articles, as the case may be, along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014. Note: *Form No. INC.2 has been omitted w.e.f. 1st January, 2017 vide MCA Notification Dated 29th December 2016. Amendment: 1. Substituted by Companies (Incorporation) 5th Amendment Rules, 2016 Dated 29th December, 2016 in rule 10, for the words and figures ‘Form No.INC-7’ the words and figures ‘Form No.INC-7 or Form No INC-32(SPICe)’ shall be substituted. 2. Omitted by The Companies (Incorporation) Amendment Rules, 2018. Original Omitted Content :- 1[Form No.INC-7] 3. Substituted by The Companies (Incorporation) Amendment Rules, 2020 Dated 06th February,2020. Effective from 15th February, 2020 in rule 10, for the words and figures ‘Form No INC-32(SPICe)’ the words and figures ‘SPICe+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32)’ shall be substituted. 4. Substituted by The Companies (Incorporation) Amendment Rules, 2020. Dated 18.02.2020 Amendement Effective From 23.02.2020 in rule 10, for the words and figures ‘Form No INC-32(SPICe)’ the words and figures ‘SPICe+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32)’ shall be substituted. Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon

Extension of reservation of name in certain cases Upon payment of fees provided below through the web service available at www.mca.gov.in, the Registrar shall extend the period of a name reserved under rule 9 by using web service SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32), upto: (a) forty days from the date of approval under rule 9, on payment of fees of rupees of one thousand rupees made before the expiry of twenty days from the date of approval under rule 9; (b) sixty days from the date of approval under rule 9 on payment of fees of rupees two thousand made before the expiry of forty days referred to in clause (a) above; (c) sixty days from the date of approval under rule 9 on payment of fees of rupees three thousand made before the expiry of twenty days from the date of approval under rule 9: Provided that the Registrar shall have the power to cancel the reserved name in accordance with sub-section (5) of section 4 of the Act.] Amendment 1. Inserted by the Companies (Incorporation) Third Amendment Rules, 2020 Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon

Reservation of name or change of name An application for reservation of name shall be made through the web service available at www.mca.gov.in by using web service SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32), and for change of name by using web service RUN (Reserve Unique Name) along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014, which may either be approved or rejected, as the case may be, by the Registrar, Central Registration Centre after allowing re-submission of such web form within fifteen days for rectification of the defects, if any, with effect from the 23rd February, 2020.] Amendment 1. Substituted by The Companies (Incorporation) Amendment Rules, 2018 – Original Content 2. Substituted by The Companies (Incorporation) Second Amendment Rules, 2018 The following Rule shall be substituted:- 1[9.Reservation of Name An application for reservation of name shall be made through the web service available at www.mca.gov.in by using RUN (Reserve Unique Name) along with fee as provided in the Companies (Registration offices and fees) Rules, 2014, which may either be approved or rejected, as the case may be, by the Registrar, Central Registration Centre] 3. Substituted by The Companies (Incorporation) Amendment Rules, 2020. – Original Content The following Rule shall be substituted :- [9.Reservation of Name An application for reservation of name shall be made through the web service available at www.mca.gov.in by using [form RUN](Reserve Unique Name) along with fee as provided in the Companies (Registration offices and fees) Rules, 2014, which may either be approved or rejected, as the case may be, by the Registrar, Central Registration Centre after allowing re–submission of such application within fifteen days for rectification of the defects,if any.] 4. Substituted by The Companies (Incoporation) Amendment Rules, 2020. Dated 18.02.2020 Amendement Effective From 23.02.2020 The following Rule shall be substituted :- 3[9. Reservation of name or change of name.- An application for reservation of name shall be made through the web service available at www.mca.gov.in by using web service SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32), and for change of name by using web service RUN (Reserve Unique Name) along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014, which may either be approved or rejected, as the case may be, by the Registrar, Central Registration Centre after allowing resubmission of such web form within fifteen days for rectification of the defects, if anv, with effect from the 15th February, 2020.]  PreviousNext   Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon

Names which resemble too nearly with name of existing company (1) A name applied for shall be deemed to resemble too nearly with the name of an existing company, if, and only if, after comparing the name applied for with the name of an existing company by disregarding the matters set out in sub-rule (2), the names are same. (2) The following matters are to be disregarded while comparing the names under sub-rule (1):- (a) the words like Private, Pvt, Pvt., (P), OPC Pvt. Ltd., IFSC Limited, IFSC Pvt. Limited, Producer Limited, Limited, Unlimited, Ltd, Ltd., LLP, Limited Liability Partnership, company, and company, & co, & co., co., co, corporation, corp, corpn, corp or group; (b) the plural or singular form of words in one or both names; A. Illustrations (i) Green Technology Ltd. is same as Greens Technology Ltd. and Greens Technologies Ltd. (ii) Pratap Technology Ltd. is same as Prataps Technology Ltd. and Prataps Technologies Ltd. (iii) SM Computers Ltd. is not same as SMS Computers Ltd. (c) type and case of letters, spacing between letters, punctuation marks and special characters used in one or both names; B. Illustrations (i) ABC Ltd. is same as A.B.C. Ltd. and A B C Ltd. (ii) TeamWork Ltd. is same as Team@Work Ltd. and Team-Work Ltd. (d) use of different tenses in one or both names C. Illustrations (i) Ascend Solutions Ltd. is same as Ascended Solutions Ltd. and Ascending Solutions Ltd. (ii) Speak English Solutions Limited is same as Spoken English Solutions Limited. (e) use of different phonetic spellings including use of misspelled words of an expression; D. Illustrations (i) Chemtech Ltd. is same as Chemtec Ltd., Chemtek Ltd., Cemtech Ltd., Cemtek Ltd., Kemtech Ltd., and Kemtek Ltd. (ii) Bee Kay Ltd is same as BK Ltd, Be Kay Ltd., B Kay Ltd., Bee K Ltd., B.K. Ltd. and Beee Kay Ltd. (f) use of host name such as ‘www’ or a domain extension such as ‘net’, ‘org’, ‘dot’ or ‘com’ in one or both names; E. Illustrations (i) Ultra Solutions Ltd. is same as Ultrasolutions.com Ltd. (ii) Supreme Ultra Solutions Ltd. is not the same as Ultrasolutions.com Ltd. (g) the order of words in the names F. Illustrations (i) Ravi Builders and Contractors Ltd. is same as Ravi Contractors and Builders Ltd. (ii) Ravi Builders and Contractors Limited is not the same as Ravi Shankar Builders and Contractors Limited. (h) use of the definite or indefinite article in one or both names G. Illustrations (i) Congenial Tours Ltd. is same as A Congenial Tours Ltd. and The Congenial Tours Ltd. (ii) Isha Industries Limited is not the same as Anisha Industries Limited. (i) a slight variation in the spelling of the two names including a grammatical variation thereof; H. Illustrations (i) Color Technologies Ltd. is same as Colour Technologies Ltd. (ii) Disc Solutions Ltd. is same as Disk Solutions Ltd. but it is not same as Disco Solutions Ltd. (j) complete translation or transliteration, and not part thereof, of an existing name, in Hindi or in English; I. Illustrations (i) National Electricity Corporation Ltd. is same as Rashtriya Vidyut Nigam Ltd. (ii) Hike Construction Ltd. is not the same as Hike Nirman Ltd. (k) addition of the name of a place to an existing name, which does not contain the name of any place; J. Illustrations (i) If Salvage Technologies Ltd. is an existing name, it is same as Salvage Technologies Delhi Ltd and Salvage Delhi Technologies Ltd. (ii) Retro Pharmaceuticals Ranchi Ltd. is not the same as Retro Pharmaceuticals Chennai Ltd. (l) addition, deletion, or modification of numerals or expressions denoting numerals in an existing name, unless the numeral represents any brand; K. Illustrations (i) Thunder Services Ltd is same as Thunder11 Services Ltd and OneThunder Services Ltd (ii) Style Garments11 Ltd. is same as Style Garments Ltd and Style12 Garments Ltd. (iii) One 11 Power Equipment Ltd is not the same as One Power Equipment Ltd, if One 11 represents a brand: Provided that clauses (f) to (h) and clauses (k) and (I) shall not be disregarded while comparing the names, if a no objection by way of a Board resolution has been provided by an existing company. 8A. Undesirable names.- (1) The name shall be considered undesirable, if- (a) it is prohibited under the provisions of section 3 of the Emblems and Names (Prevention and Improper Use) Act, 1950 (12 of 1950), unless a previous permission has been obtained under that Act; (b) 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 in the same class of 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 2[or applicant for registration], of the trade mark, as the case may be, has been obtained and produced by the promoters; (c) it includes any word or words which are offensive to any section of the people; (d) the proposed name is identical with or too nearly resembles the name of a limited liability partnership: Provided that the provisions of rule 8 shall apply mutatis mutandis while determining whether a proposed name is too nearly resembling the name of a limited liability partnership; (e) the proposed name is identical with or too nearly resembles with a name which is for the time being reserved in accordance with rule 9: Provided that the provisions of rule 8 shall apply mutatis mutandis while determining whether a proposed name is too nearly resembling with a reserved name; (f) the company’s main business is financing, leasing, chit fund, investments, securities or combination thereof, but the proposed name is not indicative of such related financial activities, viz., Chit Fund or Investment or Loan, etc.; (g) the company’s name is indicative of activities financing, leasing, chit fund, investments, securities or combination thereof, but the company’s main business is

Penalty If a One Person Company or any officer of such company contravenes any of the provisions of these rules, the One Person Company or any officer of the such Company shall be punishable with fine which may extend to five thousand rupees and with a further fine which may extend to five hundred rupees for every day after the first offence during which such contravention continues;] Amendment 1. Inserted by Notification Companies (Incorporation) Amendment Rules, 2015 Dated 1st may, 2015. Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon

Conversion of One Person Company into a Public company or a Private company (1) The One Person company shall alter its memorandum and articles by passing a resolution in accordance with sub-section (3) of section 122 of the Act to give effect to the conversion and to make necessary changes incidental thereto. (2) A One Person company may be converted into a Private or Public Company, other than a company registered under section 8 of the Act, after increasing the minimum number of members and directors to two or seven members and two or three directors, as the case may be, and maintaining the minimum paid-up capital as per the requirements of the Act for such class of company and by making due compliance of section 18 of the Act for conversion 3(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. 4(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. Amendment 1. Substituted by Notification Companies (Incorporation) Amendment Rules, 2015 Dated 1st May, 2015. In rule 6, in Sub-rule (1), for the words “exceeds fifty lakh rupees or its average annual turnover during the relevant period” the words “exceeds fifty lakh rupees and its average annual turnover during the relevant period” shall be substituted. 2. Substituted by the Companies (Incorporation) Second Amendment Rules,2021 Amendment Effective From 1st April 2021 Original Content 6 One Person Company to Convert Itself into a Public Company or a Private Company in Certain Cases (1) Where the paid up share capital of an One Person Company 1[exceeds fifty lakh rupees and its average annual turnover during the relevant period] exceeds two crore rupees, it shall cease to be entitled to continue as a One Person Company. (2) Such One Person Company shall be required to convert itself, within six months of the date on which its paid up share capital is increased beyond fifty lakh rupees or the last day of the relevant period during which its average annual turnover exceeds two crore rupees as the case may be, into either a private company with minimum of two members and two directors or a public company with at least of seven members and three directors in accordance with the provisions of section 18 of the Act. (3) The One Person Company shall alter its memorandum and articles by passing a resolution in accordance with sub-section (3) of section 122 of the Act to give effect to the conversion and to make necessary changes incidental thereto. (4) The One Person Company shall within period of sixty days from the date of applicability of sub-rule (1), give a notice to the Registrar inForm No.INC.5 informing that it has ceased to be a One Person Company and that it is now required to convert itself into a private company or a public company by virtue of its paid up share capital or average annual turnover, having exceeded the threshold limit laid down in sub-rule (1). Explanation.-For the purposes of this rule,- “relevant period” means the period of immediately preceding three consecutive financial years; (5) If One Person Company or any officer of the One Person Company contravenes the provisions of these rules, One Person Company or any officer of the One Person Company shall be punishable with fine which may extend to ten thousand rupees and with a further fine which may extend to one thousand rupees for every day after the first during which such contravention continues. (6) A One Person company can get itself converted into a Private or Public company after increasing the minimum number of members and directors to two or minimum of seven members and two or three directors as the case may be, and by maintaining the minimum paid-up capital as per requirements of the Act for such class of company and by making due compliance of section 18 of the Act for conversion. 3. Substituted by Companies (Incorporation) Amendment Rules, 2023 dated 19th January, 2023 Original Content (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, along with fees as provided in the Companies (Registration offices and fees) Rules, 2014 by attaching documents, namely: – (a) Altered MOA and AOA; (b) copy of resolution; (c) the list of proposed members and its directors along with consent; (d) list of creditors; and (e) the latest audited balance sheet and profit and loss account. 4. Substituted by Companies (Incorporation) Amendment Rules, 2023 dated 19th January, 2023 Original Content (4) On being satisfied that the requirements stated herein have been complied with, the Registrar shall approve the form and issue the Certificate.] Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon

Penalty Amendment 1. Omitted by Notification Dated 1st May, 2015. If One Person Company or any officer of such company contravenes the provisions of these rules, One Person Company or any officer of the One Person Company shall be punishable with fine which may extend to ten thousand rupees and with a further fine which may extend to one thousand rupees for every day after the first during which such contravention continues”. Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon

Nomination by the Subscriber or Member of One Person Company For the purposes of first proviso to sub-section (1) of section 3 – (1) The subscriber to the memorandum of a One Person Company shall nominate a person, after obtaining prior written consent of such person, who shall, in the event of the subscriber’s death or his incapacity to contract, become the member of that One Person Company. 2(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. (3) The person nominated by the subscriber or member of a One Person Company may, withdraw his consent by giving a notice in writing to such sole member and to the One Person Company: Provided that the sole member shall nominate another person as nominee within fifteen days of the receipt of the notice of withdrawal and shall send an intimation of such nomination in writing to the Company, along with the written consent of such other person so nominated in 3which shall be filed in form of a declaration in Form no.INC.4. (4) The company shall within thirty days of receipt of the notice of withdrawal of consent under sub-rule (3) file with the Registrar, a notice of such withdrawal of consent and the intimation of the name of another person nominated by the sole member in Form No INC.4 along with fee as provided in the Companies (Registration offices and fees) Rules, 2014and the written consent of such another person so nominated 4in form of a declaration in Form No. INC-4. (5) The subscriber or member of a One Person Company may, by intimation in writing to the company, change the name of the person nominated by him at any time for any reason including in case of death or incapacity to contract of nominee and nominate another person after obtaining the 5consent of such another person and his declaration shall be filed in Form No. INC-4: Provided that the company shall, on the receipt of such intimation, file with the Registrar, a notice of such change in Form No INC.4 along with fee as provided in the Companies (Registration offices and fees) Rules, 2014and with the 6particulars of consent of new nominee in form of a declaration in Form No. INC-4 within thirty days of receipt of intimation of the change. (6) Where the sole member of One Person Company ceases to be the member in the event of death or incapacity to contract and his nominee becomes the member of such One Person Company, such new member shall nominate within fifteen days of becoming member, a person who shall in the event of his death or his incapacity to contract become the member of such company, and the company shall file with the Registrar an intimation of such cessation and nomination in Form No INC.4 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014within thirty days of the change in membership and with the 7particulars of consent of the person so nominated in form of declaration in Form No. INC-4. Amendment 1. Substituted by Companies (Incorporation) 5th Amendment Rules 2016 Dated 29th December 2016. (The Amendment shall come into force w.e.f. 1st January, 2017) in rule 4, in sub-rule (2), for the words and figures ‘such nomination in Form No.INC-2 along with consent of such nominee obtained in Form No-INC-3’ the words and figures ‘such nomination in Form No.INC-32 (SPICe) along with consent of such nominee obtained in Form No.INC-3’ shall be substituted. 2. Substituted by Companies (Incorporation) Amendment Rules, 2023 dated 19th January, 2023 Original Content: (2) The name of the person nominated under sub-rule (1) shall be mentioned in the memorandum of One Person Company and 1[such nomination in Form No.INC-32 (SPICe) along with consent of such nominee obtained in Form No.INC-3] and 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 memorandum and articles. 3. Substituted by Companies (Incorporation) Amendment Rules, 2023 dated 19th January, 2023 Original Content: in Form No. INC.3 4. Substituted by Companies (Incorporation) Amendment Rules, 2023 dated 19th January, 2023 Original Content: in Form No. INC.3 5. Substituted by Companies (Incorporation) Amendment Rules, 2023 dated 19th January, 2023 Original Content: prior consent of such another person in Form No. INC-3 6. Substituted by Companies (Incorporation) Amendment Rules, 2023 dated 19th January, 2023 Original Content: written consent of the new nominee in Form No. INC-3 7. Substituted by Companies (Incorporation) Amendment Rules, 2023 dated 19th January, 2023 Original Content: prior written consent of the person so nominated in Form No. INC-3 Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration

One Person Company (1) Only a natural person who is an Indian citizen 3[whether resident in India or otherwise] (a) shall be eligible to incorporate a One Person Company; (b) shall be a nominee for the sole member of a One Person Company. 2[Explanation I – For the purposes of this rule, the term “resident in India” means a person who has stayed in India for a period of not less than 4[one hundred and twenty days] during the immediately preceding financial year. Explanation II.- For the purposes of this rule, while counting the number of days of stay of a director in India for the financial year 2018-2019, any period of stay between 01.01.2018 till the date of notification of this rule shall also be counted] 1[(2) 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.] (3) Where a natural person, being member in One Person Company in accordance with this rule becomes a member in another such Company by virtue of his being a nominee in that One Person Company, such person shall meet the eligibility criteria specified in sub rule (2) within a period of one hundred and eighty days. (4) No minor shall become member or nominee of the One Person Company or can hold share with beneficial interest. (5) Such Company cannot be incorporated or converted into a company under section 8 of the Act. (6) Such Company cannot carry out Non-Banking Financial Investment activities including investment in securities of any body corporates. (7) 5[Omitted] Amendment 1. Substituted by Notification Companies (Incorporation) Third Amendment Rules, 2016 Dated 27th July, 2016. For sub-rule (2), “(2) No person shall be eligible to incorporate more than a One Person Company or become nominee in more than one such company.” the following shall be substituted, namely:- “(2) 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”. 2. Substituted by the Companies (Incorporation) Third Amendment Rules,2018. in rule 3, for Explanation, Explanation.- For the purposes of this rule, the term “resident in India” means a person who has stayed in India for a period of not less than one hundred and eighty two days during the immediately preceding one calendar year. the following shall be substituted, namely: – “Explanation L – For the purposes of this rule, the term “resident in India” means a person who has stayed in India for a period of not less than one hundred and eighty two days during the immediately preceding financial year. Explanation II.- For the purposes of this rule, while counting the number of days of stay of a director in India for the financial year 20-18-2019, any period of stay between 01.01.2018 till the date of notification of this rule shall also be counted” 3. Substituted by the Companies (Incorporation) Second Amendment Rules,2021 Amendment Effective From 1st April 2021 In rule 3, sub-rule (1) for the words and resident in India the following shall be substituted namely: whether resident in India or otherwise 4. Substituted by the Companies (Incorporation) Second Amendment Rules,2021 Amendment Effective From 1st April 2021 In rule 3, for the Explanation I, for the words one hundred and eighty two days the following shall be substituted namely: one hundred and twenty days 5. Omitted by the Companies (Incorporation) Second Amendment Rules,2021 Amendment Effective From 1st April 2021 Original Omitted Content (7) No such company can convert voluntarily into any kind of company unless two years is expired from the date of incorporation of One Person Company, except threshold limit (paid up share capital) is increased beyond fifty lakh rupees or its average annual turnover during the relevant period exceeds two crore rupees. Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon

Definitions (1) In these rules, unless the context otherwise requires,- (a) “Act” means the Companies Act, 2013 (18 of 2013); (b) “Annexure” means the Annexure to these rules; (c) “Form” or “e-Form” means a form in the electronic form or non electronic form as specified under the Act or Rules made there under and notified by the Central Government under the Act; (d) “Fees” means fees as specified in the Companies (Registration offices and fees) Rules, 2014; (e) “Regional Director” means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional Director; (f) “section” means the section of the Act; (2) Words and expressions used in these rules but not defined and defined in the Act or in Companies (Specification of definitions details) Rules, 2014 shall have the meanings respectively assigned to them in the Act and said rules. Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice  Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon