Government

January 27, 2018

MCA notifies “Companies (Incorporation) Amendment Rules, 2018”


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On January 20, 2018, the Ministry of Corporate Affairs, Government of India, issued a notification amending Companies (Incorporation) Rules, 2014, which is to be published in the Gazette of India, Extraordinary, Part II, Section 3, sub-section (i).

The Central Government, in exercise of the powers conferred by sub-sections (1) and (2) of Section 469 of the Companies Act, 2013 (18 of 2013), made certain rules further to amend the Companies (Incorporation) Rules, 2014 and termed the amended rules as the “Companies (Incorporation) Amendment Rules, 2018”.

Notably, according to the notification, the amended rules came into effect from January 26, 2018.

The amendments made are as follows:

In the Companies (Incorporation) Rules, 2014 (hereinafter referred to as the principal rules), for rule 9, 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 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”.

In the Principal rules, in rule 10, the words, letters, and figure “Form No.INC-7” shall be omitted.

In the principal rules, for rule 12, the following rule shall be substituted:

“12. Application for incorporation of companies. An application for registration of a company shall be filed, with the Registrar within whose jurisdiction the registered office of the company is proposed to be situated, in Form No. INC-32 (SPICe) along with the fee as provided under the Companies (Registration offices and fees) Rules, 2014; provided that in case pursuing of any of the objects of a company requires registration or approval from sectoral regulators such as the Reserve Bank of India, the Securities and Exchange Board, registration or approval, as the case may be, from such regulator shall be obtained by the proposed company before pursuing such objects and a declaration in this behalf shall be submitted at the stage of incorporation of the company”.

In the principal rules, in sub-rule (1) of rule 38, the following proviso shall be inserted.

(i) in sub-rule (1), after the proviso, the following proviso shall be inserted:

“provided further that in case of incorporation of a company having more than seven subscribers or where any of the subscriber to the MOA/AOA is signing at a place outside India, MOA/AOA shall be filed with INC-32 (SPICe) in the respective formats as specified in Table A to J in Schedule I without filing form INC-33 and INC-34”;

(ii.) In sub-rule (2), after the proviso, the following proviso shall be inserted:

“Provided further that in case of companies incorporated, with effect from the 26th day of January, 2018, with a nominal capital of less than or equal to rupees ten lakhs or in respect of companies not having a share capital whose number of members as stated in the articles of association does not exceed twenty, fee on INC-32 (SPICe) shall not be applicable”.

In addition to these amendments, the notification also provided amendments in the annexure to the principal rules, wherein Form No. INC-1 (Application for reservation of name) was substituted with another relevant form, Form No. INC-1 (One Person Company – Nominee Consent Form).

To view the Official Notification (which also comprises the updated form), please check the attached PDF.



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