The Companies (Incorporation) Amendment Rules, 2018, notified

G.S.R… (E)- In exercise of the powers conferred by 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. (1) These rules may be called the Companies (Incorporation) Amendment Rules, 2018.

(2) They shall come into force from the 26th day of January, 2018.

2. In the Companies (Incorporation) Rules, 2014 (hereinafter referred to as the principal rules), for Rule 9, the following rule shall be substituted, namely:-

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

4. In the principal rules, for Rule 12, the following rule shall be substituted, namely:-

“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”.

5. 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, namely:-

“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 3 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, namely:-

‘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”.

6. In the annexure to the principal rules,-

(i) for Form No. INC-1, the following form shall be substituted, namely:-

RUN- Reserve Unique Name

(ii) for Form No. INC-3, the following form shall be substituted, namely:-

FORM NO. INC-3- One Person Company –Nominee Consent Form

(iii) for Form No. INC-7 shall be omitted;

(iv) for Form No. INC-12, the following form shall be substituted, namely:-

FORM No. INC-12- Application for grant of License under Section 8

(v) for Form No. INC-22, the following form shall be substituted, namely:-

FORM NO. INC-22– Notice of situation or change of situation of registered office

(vi) for Form No. INC-24, the following form shall be substituted, namely:-

Form No. INC-24– Application for Approval of Central Government for Change of Name

(vii) for Form No. INC-32, the following form shall be substituted, namely:-

SPICe- (Simplified Proforma for Incorporating Company Electronically)

(viii) in form No. INC-33 and in Form No. INC-34, for the words and figures ‘INC-1’the word ‘RUN’ shall be substituted.

[F. No. 1/13/2013 CL-V, Part-I, Vol. II]

Note: The principal notification was published in the Gazette of India, Extraordinary Part II, Section 3, sub-section (i) vide number G.S.R. 250(E) dated 31^st March, 2014 and subsequently amended vide the following notifications:-