Full statutory register
Sections 3 to 22 — Bare Act and simple decode
The statutory blocks below are extracted from the consolidated India Code text and organised with a practical decode and example. The official notified text controls.
Section 3
Formation of company
Select entity type, number of subscribers and liability form.
3. Formation of company.—(1) A company may be formed for any lawful purpose by—
(a) seven or more persons, where the company to be formed is to be a public company;
(b) two or more persons, where the company to be formed is to be a private company; or
(c) one person, where the company to be formed is to be One Person Company that is to say, a private company, by subscribing their names or his name to a memorandum and complying with the requirements of this Act in respect of registration:
Provided that the memorandum of One Person Company shall indicate the name of the other person, with his prior written consent in the prescribed form, who shall, in the event of the subscriber’s death or his incapacity to contract become the member of the company and the written consent of such person shall also be filed with the Registrar at the time of incorporation of the One Person Company along with its memorandum and articles:
Provided further that such other person may withdraw his consent in such manner as may be prescribed:
Provided also that the member of One Person Company may at any time change the name of such other person by giving notice in such manner as may be prescribed:
Provided also that it shall be the duty of the member of One Person Company to intimate the company the change, if any, in the name of the other person nominated by him by indicating in the memorandum or otherwise within such time and in such manner as maybe prescribed, and the company shall intimate the Registrar any such change within such time and in such manner as may be prescribed:
Provided also that any such change in the name of the person shall not be deemed to be an alteration of the memorandum.
(2) A company formed under sub-section (1) may be either—
(a) a company limited by shares; or
(b) a company limited by guarantee; or
(c) an unlimited company.
Simple decode: A public company needs at least seven subscribers, a private company two and an OPC one. The purpose must be lawful, and an OPC must nominate a successor member.
Practical example: Two founders may incorporate a private company. A single founder can use an OPC if the OPC eligibility and nominee rules are satisfied.
Section 3A
Members severally liable in certain cases
Protect creditors when membership stays below the statutory minimum.
3A. Members severally liable in certain cases.-If at any time the number of members of a company is reduced, in the case of a public company, below seven, in the case of a private company, below two, and the company carries on business for more than six months while the number of members is so reduced, every person who is a member of the company during the time that it so carries on business after those six months and is cognisant of the fact that it is carrying on business with less than seven members or two members, as the case may be, shall be severally liable for the payment of the whole debts of the company contracted during that time, and may be severally sued therefor.
Simple decode: If membership falls below seven for a public company or two for a private company, business continues for more than six months, and a continuing member knows the facts, that member can become personally liable for debts contracted after the six-month period.
Practical example: A private company continues with only one member for nine months. A knowledgeable continuing member may be sued personally for debts incurred after month six.
Section 4
Memorandum
Fix the company's constitutional boundaries.
4. Memorandum.—(1) The memorandum of a company shall state—
(a) the name of the company with the last word “Limited” in the case of a public limited company, or the last words “Private Limited” in the case of a private limited company:
Provided that nothing in this clause shall apply to a company registered under section 8;
(b) the State in which the registered office of the company is to be situated;
(c) the objects for which the company is proposed to be incorporated and any matter considered necessary in furtherance thereof;
(d) the liability of members of the company, whether limited or unlimited, and also state,—
(i) in the case of a company limited by shares, that liability of its members is limited to the amount unpaid, if any, on the shares held by them; and
(ii) in the case of a company limited by guarantee, the amount up to which each member undertakes to contribute— (A) to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company or of such debts and liabilities as may have been contracted before he ceases to be a member, as the case may be; and (B) to the costs, charges and expenses of winding up and for adjustment of the rights of the contributories among themselves;
(e) in the case of a company having a share capital,—
(i) the amount of share capital with which the company is to be registered and the division thereof into shares of a fixed amount and the number of shares which the subscribers to the memorandum agree to subscribe which shall not be less than one share; and
(ii) the number of shares each subscriber to the memorandum intends to take, indicated opposite his name;
(f) in the case of One Person Company, the name of the person who, in the event of death of the subscriber, shall become the member of the company.
(2) The name stated in the memorandum shall not—
(a) be identical with or resemble too nearly to the name of an existing company registered under this Act or any previous company law; or
(b) be such that its use by the company—
(i) will constitute an offence under any law for the time being in force; or
(ii) is undesirable in the opinion of the Central Government.
(3) Without prejudice to the provisions of sub-section (2), a company shall not be registered with a name which contains—
(a) any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Central Government, any State Government, or any local authority, corporation or body constituted by the Central Government or any State Government under any law for the time being in force; or
(b) such word or expression, as may be prescribed, unless the previous approval of the Central Government has been obtained for the use of any such word or expression.
(4) A person may make an application, in such form and manner and accompanied by such fee, as may be prescribed, to the Registrar for the reservation of a name set out in the application as—
(a) the name of the proposed company; or
(b) the name to which the company proposes to change its name.
(5) (i) Upon receipt of an application under sub-section (4), the Registrar may, on the basis of information and documents furnished along with the application, reserve the name for a period of twenty days from the date of approval or such other period as may be prescribed:
Provided that in case of an application for reservation of name or for change of its name by an existing company, the Registrar may reserve the name for a period of sixty days from the date of approval .
(ii) Where after reservation of name under clause (i), it is found that name was applied by furnishing wrong or incorrect information, then,—
(a) if the company has not been incorporated, the reserved name shall be cancelled and the person making application under sub-section (4) shall be liable to a penalty which may extend to one lakh rupees;
(b) if the company has been incorporated, the Registrar may, after giving the company an opportunity of being heard—
(i) either direct the company to change its name within a period of three months, after passing an ordinary resolution;
(ii) take action for striking off the name of the company from the register of companies; or
(iii) make a petition for winding up of the company.
(6) The memorandum of a company shall be in respective forms specified in Tables A, B, C, D and E in Schedule I as may be applicable to such company.
(7) Any provision in the memorandum or articles, in the case of a company limited by guarantee and not having a share capital, purporting to give any person a right to participate in the divisible profits of the company otherwise than as a member, shall be void.
Simple decode: The memorandum states the name, State of registered office, objects, liability, capital and, for an OPC, the nominee. Name reservation is subject to identity, desirability and government-linked-word controls.
Practical example: A logistics company should state logistics and related support objects clearly; using a banking object does not itself grant authority to conduct regulated banking.
Section 5
Articles
Set the internal governance rulebook.
5. Articles.—(1) The articles of a company shall contain the regulations for management of the company.
(2) The articles shall also contain such matters, as may be prescribed:
Provided that nothing prescribed in this sub-section shall be deemed to prevent a company from including such additional matters in its articles as may be considered necessary for its management.
(3) The articles may contain provisions for entrenchment to the effect that specified provisions of the articles may be altered only if conditions or procedures as that are more restrictive than those applicable in the case of a special resolution, are met or complied with.
(4) The provisions for entrenchment referred to in sub-section (3) shall only be made either on formation of a company, or by an amendment in the articles agreed to by all the members of the company in the case of a private company and by a special resolution in the case of a public company.
(5) Where the articles contain provisions for entrenchment, whether made on formation or by amendment, the company shall give notice to the Registrar of such provisions in such form and manner as may be prescribed.
(6) The articles of a company shall be in respective forms specified in Tables, F, G, H, I and J in Schedule I as may be applicable to such company.
(7) A company may adopt all or any of the regulations contained in the model articles applicable to such company.
(8) In case of any company, which is registered after the commencement of this Act, in so far as the registered articles of such company do not exclude or modify the regulations contained in the model articles applicable to such company, those regulations shall, so far as applicable, be the regulations of that company in the same manner and to the extent as if they were contained in the duly registered articles of the company.
(9) Nothing in this section shall apply to the articles of a company registered under any previous company law unless amended under this Act.
Simple decode: Articles regulate management and may contain entrenchment clauses. Private-company entrenchment after incorporation needs consent of all members; a public company uses a special resolution.
Practical example: Founders may require unanimous consent for transfer of founder shares through an entrenched article, while routine Board powers can follow model articles.
Section 6
Act overrides constitutional documents
Prevent private arrangements from defeating company law.
6. Act to override memorandum, articles, etc.—Save as otherwise expressly provided in this Act—
(a) the provisions of this Act shall have effect notwithstanding anything to the contrary contained in the memorandum or articles of a company, or in any agreement executed by it, or in any resolution passed by the company in general meeting or by its Board of Directors, whether the same be registered, executed or passed, as the case may be, before or after the commencement of this Act; and
(b) any provision contained in the memorandum, articles, agreement or resolution shall, to the extent to which it is repugnant to the provisions of this Act, become or be void, as the case may be.
Simple decode: The Act prevails over the memorandum, articles, agreements and resolutions. Any conflicting term is void to the extent of inconsistency.
Practical example: An article permitting a Board action prohibited by the Act cannot validate that action.
Section 7
Incorporation of company
Create the company through verified statutory filings.
7. Incorporation of company.—(1) There shall be filed with the Registrar within whose jurisdiction the registered office of a company is proposed to be situated, the following documents and information for registration, namely:—
(a) the memorandum and articles of the company duly signed by all the subscribers to the memorandum in such manner as may be prescribed;
(b) a declaration in the prescribed form by an advocate, a chartered accountant, cost accountant or company secretary in practice, who is engaged in the formation of the company, and by a person named in the articles as a director, manager or secretary of the company, that all the requirements of this Act and the rules made thereunder in respect of registration and matters precedent or incidental thereto have been complied with;
(c) a declaration from each of the subscribers to the memorandum and from persons named as the first directors, if any, in the articles that he is not convicted of any offence in connection with the promotion, formation or management of any company, or that he has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years and that all the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of his knowledge and belief;
(d) the address for correspondence till its registered office is established;
(e) the particulars of name, including surname or family name, residential address, nationality and such other particulars of every subscriber to the memorandum along with proof of identity, as may be prescribed, and in the case of a subscriber being a body corporate, such particulars as may be prescribed;
(f) the particulars of the persons mentioned in the articles as the first directors of the company, their names, including surnames or family names, the Director Identification Number, residential address, nationality and such other particulars including proof of identity as may be prescribed; and
(g) the particulars of the interests of the persons mentioned in the articles as the first directors of the company in other firms or bodies corporate along with their consent to act as directors of the company in such form and manner as may be prescribed.
(2) The Registrar on the basis of documents and information filed under sub-section (1) shall register all the documents and information referred to in that sub-section in the register and issue a certificate of incorporation in the prescribed form to the effect that the proposed company is incorporated under this Act.
(3) On and from the date mentioned in the certificate of incorporation issued under sub-section (2), the Registrar shall allot to the company a corporate identity number, which shall be a distinct identity for the company and which shall also be included in the certificate.
(4) The company shall maintain and preserve at its registered office copies of all documents and information as originally filed under sub-section (1) till its dissolution under this Act.
(5) If any person furnishes any false or incorrect particulars of any information or suppresses any material information, of which he is aware in any of the documents filed with the Registrar in relation to the registration of a company, he shall be liable for action under section 447.
(6) Without prejudice to the provisions of sub-section (5) where, at any time after the incorporation of a company, it is proved that the company has been got incorporated by furnishing any false or incorrect information or representation or by suppressing any material fact or information in any of the documents or declaration filed or made for incorporating such company, or by any fraudulent action, the promoters, the persons named as the first directors of the company and the persons making declaration under clause
(b) of sub-section(1) shall each be liable for action under section 447.
(7) Without prejudice to the provisions of sub-section (6), where a company has been got incorporated by furnishing any false or incorrect information or representation or by suppressing any material fact or information in any of the documents or declaration filed or made for incorporating such company or by any fraudulent action, the Tribunal may, on an application made to it, on being satisfied that the situation so warrants,—
(a) pass such orders, as it may think fit, for regulation of the management of the company including changes, if any, in its memorandum and articles, in public interest or in the interest of the company and its members and creditors; or
(b) direct that liability of the members shall be unlimited; or
(c) direct removal of the name of the company from the register of companies; or
(d) pass an order for the winding up of the company; or
(e) pass such other orders as it may deem fit:
Provided that before making any order under this sub-section,—
(i) the company shall be given a reasonable opportunity of being heard in the matter; and
(ii) the Tribunal shall take into consideration the transactions entered into by the company, including the obligations, if any, contracted or payment of any liability.
Simple decode: MOA, AOA, professional declaration, subscriber and first-director declarations, identities, addresses, interests and consents are filed with the Registrar. False incorporation information attracts fraud consequences and NCLT remedies.
Practical example: A practising professional certifies compliance, but the subscribers and first directors remain responsible for the truth and completeness of their declarations.
Section 8
Section 8 companies
Enable limited companies with charitable or not-for-profit objects.
8. Formation of companies with charitable objects, etc.—(1) Where it is proved to the satisfaction of the Central Government that a person or an association of persons proposed to be registered under this Act as a limited company—
(a) has in its objects the promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object;
(b) intends to apply its profits, if any, or other income in promoting its objects; and
(c) intends to prohibit the payment of any dividend to its members, the Central Government may, by licence issued in such manner as may be prescribed, and on such conditions as it deems fit, allow that person or association of persons to be registered as a limited company under this section without the addition to its name of the word “Limited”, or as the case may be, the words “Private Limited”, and thereupon the Registrar shall, on application, in the prescribed form, register such person or association of persons as a company under this section.
(2) The company registered under this section shall enjoy all the privileges and be subject to all the obligations of limited companies.
(3) A firm may be a member of the company registered under this section.
(4) (i) A company registered under this section shall not alter the provisions of its memorandum or articles except with the previous approval of the Central Government.
(ii) A company registered under this section may convert itself into company of any other kind only after complying with such conditions as may be prescribed.
(5) Where it is proved to the satisfaction of the Central Government that a limited company registered under this Act or under any previous company law has been formed with any of the objects specified in clause (a) of sub-section (1) and with the restrictions and prohibitions as mentioned respectively in clauses
(b) and (c) of that sub-section, it may, by licence, allow the company to be registered under this section subject to such conditions as the Central Government deems fit and to change its name by omitting the word “Limited”, or as the case may be, the words “Private Limited” from its name and thereupon the Registrar shall, on application, in the prescribed form, register such company under this section and all the provisions of this section shall apply to that company.
(6) The Central Government may, by order, revoke the licence granted to a company registered under this section if the company contravenes any of the requirements of this section or any of the conditions subject to which a licence is issued or the affairs of the company are conducted fraudulently or in a manner violative of the objects of the company or prejudicial to public interest, and without prejudice to any other action against the company under this Act, direct the company to convert its status and change its name to add the word” Limited” or the words “Private Limited”, as the case may be, to its name and thereupon the Registrar shall, without prejudice to any action that may be taken under sub-section (7), on application, in the prescribed form, register the company accordingly:
Provided that no such order shall be made unless the company is given a reasonable opportunity of being heard:
Provided further that a copy of every such order shall be given to the Registrar.
(7) Where a licence is revoked under sub-section (6), the Central Government may, by order, if it is satisfied that it is essential in the public interest, direct that the company be wound up under this Act or amalgamated with another company registered under this section:
Provided that no such order shall be made unless the company is given a reasonable opportunity of being heard.
(8) Where a licence is revoked under sub-section (6) and where the Central Government is satisfied that it is essential in the public interest that the company registered under this section should be amalgamated with another company registered under this section and having similar objects, then, notwithstanding anything to the contrary contained in this Act, the Central Government may, by order, provide for such amalgamation to form a single company with such constitution, properties, powers, rights, interest, authorities and privileges and with such liabilities, duties and obligations as may be specified in the order.
(9) If on the winding up or dissolution of a company registered under this section, there remains, after the satisfaction of its debts and liabilities, any asset, they may be transferred to another company registered under this section and having similar objects, subject to such conditions as the Tribunal may impose, or may be sold and proceeds thereof credited to Insolvency and Bankruptcy Fund formed under section 224 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
(10) A company registered under this section shall amalgamate only with another company registered under this section and having similar objects.
(11) If a company makes any default in complying with any of the requirements laid down in this section, the company shall, without prejudice to any other action under the provisions of this section, be punishable with fine which shall not be less than ten lakh rupees but which may extend to one crore rupees and the directors and every officer of the company who is in default shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to twenty-five lakh rupees:
Provided that when it is proved that the affairs of the company were conducted fraudulently, every officer in default shall be liable for action under section 447.
Simple decode: Eligible objects include commerce, education, research, social welfare, religion, charity and environmental protection. Profits must support objects and dividends are prohibited. Conversion, alteration, amalgamation and asset distribution are restricted.
Practical example: An education-focused section 8 company may charge course fees, but surplus must further its objects rather than be distributed to members.
Section 9
Effect of registration
Explain the legal personality created on incorporation.
9. Effect of registration.—From the date of incorporation mentioned in the certificate of incorporation, such subscribers to the memorandum and all other persons, as may, from time to time, become members
269” (w.e.f. 15-11-2016). 2020).
of the company, shall be a body corporate by the name contained in the memorandum, capable of exercising all the functions of an incorporated company under this Act and having perpetual succession with power to acquire, hold and dispose of property, both movable and immovable, tangible and intangible, to contract and to sue and be sued, by the said name.
Simple decode: From the incorporation date, the company becomes a body corporate with perpetual succession, property ownership, contracting capacity and the right to sue or be sued.
Practical example: Property bought in the company's name belongs to the company, not personally to its shareholders.
Section 10
Effect of memorandum and articles
Create a statutory contract between company and members.
10. Effect of memorandum and articles.—(1) Subject to the provisions of this Act, the memorandum and articles shall, when registered, bind the company and the members thereof to the same extent as if they respectively had been signed by the company and by each member, and contained covenants on its and his part to observe all the provisions of the memorandum and of the articles.
(2) All monies payable by any member to the company under the memorandum or articles shall be a debt due from him to the company.
Simple decode: The registered memorandum and articles bind the company and members as if covenants had been signed. Money payable by a member under them is a debt due to the company.
Practical example: A member can enforce a membership right contained in the articles, but an outsider generally cannot enforce an article merely because it benefits that outsider.
Section 10A
Commencement of business
Block business and borrowing until subscriber capital is received.
10A. Commencement of business, etc.—(1) A company incorporated after the commencement of the Companies (Amendment) Act, 2019 and having a share capital shall not commence any business or exercise any borrowing powers unless—
(a) a declaration is filed by a director within a period of one hundred and eighty days of the date of incorporation of the company in such form and verified in such manner as may be prescribed, with the Registrar that every subscriber to the memorandum has paid the value of the shares agreed to be taken by him on the date of making of such declaration; and
(b) the company has filed with the Registrar a verification of its registered office as provided in sub-section (2) of section 12.
(2) If any default is made in complying with the requirements of this section, the company shall be liable to a penalty of fifty thousand rupees and every officer who is in default shall be liable to a penalty of one thousand rupees for each day during which such default continues but not exceeding an amount of one lakh rupees.
(3) Where no declaration has been filed with the Registrar under clause (a) of sub-section (1) within a period of one hundred and eighty days of the date of incorporation of the company and the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he may, without prejudice to the provisions of sub-section (2), initiate action for the removal of the name of the company from the register of companies under Chapter XVIII.
Simple decode: A post-2019 company with share capital cannot commence business or borrow until a director files INC-20A within 180 days confirming subscriber payments and registered-office verification is completed.
Practical example: A startup incorporated with ₹1 lakh subscribed capital should receive subscriber money into its bank account and file INC-20A before drawing a loan or starting commercial operations.
Section 11
Omitted provision
Avoid applying a repealed commencement regime.
11. Commencement of business, etc. Omitted by the Companies (Amendment) Act, 2015 (21 of 2015), s. 4 (w.e.f. 29-5-2015).
Simple decode: The former section 11 was omitted in 2015. The operative commencement-of-business requirement is now section 10A for the companies within its scope.
Practical example: Do not cite old Form INC-21 or section 11 for a current incorporation.
Section 12
Registered office
Maintain a real communication address and statutory identity display.
12. Registered office of company.—(1) A company shall, within thirty days of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it.
(2) The company shall furnish to the Registrar verification of its registered office within a period of thirty days of its incorporation in such manner as may be prescribed.
(3) Every company shall—
(a) paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefor are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages;
(b) have its name engraved in legible characters on its seal, if any;
(c) get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications; and
(d) have its name printed on hundies, promissory notes, bills of exchange and such other documents as may be prescribed:
Provided that where a company has changed its name or names during the last two years, it shall paint or affix or print, as the case may be, along with its name, the former name or names so changed during the last two years as required under clauses (a) and (c):
Provided further that the words “One Person Company” shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.
(4) Notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar within thirty days of the change, who shall record the same.
(5) Except on the authority of a special resolution passed by a company, the registered office of the company shall not be changed,—
(a) in the case of an existing company, outside the local limits of any city, town or village where such office is situated at the commencement of this Act or where it may be situated later by virtue of a special resolution passed by the company; and
(b) in the case of any other company, outside the local limits of any city, town or village where such office is first situated or where it may be situated later by virtue of a special resolution passed by the company:
Provided that no company shall change the place of its registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State unless such change is confirmed by the Regional Director on an application made in this behalf by the company in the prescribed manner.
(6) The confirmation referred to in sub-section (5) shall be communicated within a period of thirty days from the date of receipt of application by the Regional Director to the company and the company shall file the confirmation with the Registrar within a period of sixty days of the date of confirmation who shall register the same and certify the registration within a period of thirty days from the date of filing of such confirmation.
(7) The certificate referred to in sub-section (6) shall be conclusive evidence that all the requirements of this Act with respect to change of registered office in pursuance of sub-section (5) have been complied with and the change shall take effect from the date of the certificate.
(8) If any default is made in complying with the requirements of this section, the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakh rupees.
(9) If the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he may cause a physical verification of the registered office of the company in such manner as may be prescribed and if any default is found to be made in complying with the requirements of sub- section (1), he may without prejudice to the provisions of sub-section (8), initiate action for the removal of the name of the company from the register of companies under Chapter XVIII.
Simple decode: A company must have a registered office within 30 days, file verification, display its name and address, print statutory identifiers and notify changes. The Registrar may physically verify the office and initiate strike-off action if it is not capable of receiving communications.
Practical example: A shared office can be used only when the company has genuine documentary authority and the location can receive and acknowledge notices.
Section 13
Alteration of memorandum
Control changes to name, State and objects.
13. Alteration of memorandum.—(1) Save as provided in section 61, a company may, by a special resolution and after complying with the procedure specified in this section, alter the provisions of its memorandum.
(2) Any change in the name of a company shall be subject to the provisions of sub-sections (2) and (3) of section 4 and shall not have effect except with the approval of the Central Government in writing:
Provided that no such approval shall be necessary where the only change in the name of the company is the deletion therefrom, or addition thereto, of the word “Private”, consequent on the conversion of any one class of companies to another class in accordance with the provisions of this Act.
(3) When any change in the name of a company is made under sub-section (2), the Registrar shall enter the new name in the register of companies in place of the old name and issue a fresh certificate of incorporation with the new name and the change in the name shall be complete and effective only on the issue of such a certificate.
(4) The alteration of the memorandum relating to the place of the registered office from one State to another shall not have any effect unless it is approved by the Central Government on an application in such form and manner as may be prescribed.
(5) The Central Government shall dispose of the application under sub-section (4) within a period of sixty days and before passing its order may satisfy itself that the alteration has the consent of the creditors, debenture-holders and other persons concerned with the company or that the sufficient provision has been made by the company either for the due discharge of all its debts and obligations or that adequate security has been provided for such discharge.
(6) Save as provided in section 64, a company shall, in relation to any alteration of its memorandum, file with the Registrar—
(a) the special resolution passed by the company under sub-section (1);
(b) the approval of the Central Government under sub-section (2), if the alteration involves any change in the name of the company.
(7) Where an alteration of the memorandum results in the transfer of the registered office of a company from one State to another, a certified copy of the order of the Central Government approving the alteration shall be filed by the company with the Registrar of each of the States within such time and in such manner as may be prescribed, who shall register the same, and the Registrar of the State where the registered office is being shifted to, shall issue a fresh certificate of incorporation indicating the alteration.
(8) A company, which has raised money from public through prospectus and still has any unutilised amount out of the money so raised, shall not change its objects for which it raised the money through prospectus unless a special resolution is passed by the company and—
(i) the details, as may be prescribed, in respect of such resolution shall also be published in the newspapers (one in English and one in vernacular language) which is in circulation at the place where the registered office of the company is situated and shall also be placed on the website of the company, if any, indicating therein the justification for such change;
(ii) the dissenting shareholders shall be given an opportunity to exit by the promoters and shareholders having control in accordance with regulations to be specified by the Securities and Exchange Board.
(9) The Registrar shall register any alteration of the memorandum with respect to the objects of the company and certify the registration within a period of thirty days from the date of filing of the special resolution in accordance with clause (a) of sub-section (6) of this section.
(10) No alteration made under this section shall have any effect until it has been registered in accordance with the provisions of this section.
(11) Any alteration of the memorandum, in the case of a company limited by guarantee and not having a share capital, purporting to give any person a right to participate in the divisible profits of the company otherwise than as a member, shall be void.
Simple decode: A special resolution is generally required. Name changes and inter-State registered-office shifts need Central Government approval, subject to exceptions. A public company with unutilised prospectus money faces additional object-change safeguards.
Practical example: Moving the registered office from Delhi to Haryana requires a special resolution, creditor process, INC-23 approval and post-order filings.
Section 14
Alteration of articles
Permit governance changes subject to the Act and approvals.
14. Alteration of articles.—(1) Subject to the provisions of this Act and the conditions contained in its memorandum, if any, a company may, by a special resolution, alter its articles including alterations having the effect of conversion of—
(a) a private company into a public company; or
(b) a public company into a private company:
Provided that where a company being a private company alters its articles in such a manner that they no longer include the restrictions and limitations which are required to be included in the articles of a private
company under this Act, the company shall, as from the date of such alteration, cease to be a private company:
Provided further that any alteration having the effect of conversion of a public company into a private company shall not valid unless it its approved by an order of the Central Government on an application made in such form and manner as may be prescribed:
Provided also that any application pending before the Tribunal, as on the date of commencement of the Companies (amendment) Act, 2019, shall be disposed of by the Tribunal in accordance with the provisions applicable to it before such commencement.
(2) Every alteration of the articles under this section and a copy of the order of the Central Government approving the alteration as per sub-section (1) shall be filed with the Registrar, together with a printed copy of the altered articles, within a period of fifteen days in such manner as may be prescribed, who shall register the same.
(3) Any alteration of the articles registered under sub-section (2) shall, subject to the provisions of this Act, be valid as if it were originally in the articles.
Simple decode: Articles can be altered by special resolution. Public-to-private conversion additionally requires Central Government/Regional Director approval; private-to-public conversion must remove inconsistent private-company restrictions.
Practical example: A public company cannot become private merely by changing its name; the article alteration and approval process must be completed.
Section 15
Alteration to be noted in every copy
Keep constitutional documents current.
15. Alteration of memorandum or articles to be noted in every copy.—(1) Every alteration made in the memorandum or articles of a company shall be noted in every copy of the memorandum or articles, as the case may be.
(2) If a company makes any default in complying with the provisions of sub-section (1), the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every copy of the memorandum or articles issued without such alteration.
Simple decode: Every issued copy of the MOA and AOA must reflect registered alterations. Supplying stale documents can attract penalties.
Practical example: After an object-clause change, the company's digital constitutional-document repository should immediately replace the old version.
Section 16
Rectification of name
Correct names conflicting with existing companies or registered trademarks.
16. Rectification of name of company.—(1) If, through inadvertence or otherwise, a company on its first registration or on its registration by a new name, is registered by a name which,—
(a) in the opinion of the Central Government, is identical with or too nearly resembles the name by which a company in existence had been previously registered, whether under this Act or any previous company law, it may direct the company to change its name and the company shall change its name or new name, as the case may be, within a period of three months from the issue of such direction, after adopting an ordinary resolution for the purpose;
(b) on an application by a registered proprietor of a trade mark that the name is identical with or too nearly resembles to a registered trade mark of such proprietor under the Trade Marks Act, 1999 (47 of 1999), made to the Central Government within three years of incorporation or registration or change of name of the company, whether under this Act or any previous company law, in the opinion of the Central Government, is identical with or too nearly resembles to an existing trade mark, it may direct the company to change its name and the company shall change its name or new name, as the case may be, within a period of three months from the issue of such direction, after adopting an ordinary resolution for the purpose.
(2) Where a company changes its name or obtains a new name under sub-section (1), it shall within a period of fifteen days from the date of such change, give notice of the change to the Registrar along with the order of the Central Government, who shall carry out necessary changes in the certificate of incorporation and the memorandum.
(3) If a company is in default in complying with any direction given under sub-section (1), the Central Government shall allot a new name to the company in such manner as may be prescribed and the Registrar shall enter the new name in the register of companies in place of the old name and issue a fresh certificate of incorporation with the new name, which the company shall use thereafter:
Provided that nothing in this sub-section shall prevent a company from subsequently changing its name in accordance with the provisions of section 13.
Simple decode: The Central Government can direct a name change where the name is identical or too similar. A registered proprietor may apply within the statutory period for trademark-based rectification.
Practical example: If a newly incorporated company closely resembles an earlier registered trademark, the proprietor can seek rectification rather than rely only on passing-off litigation.
Section 17
Copies to members
Give members access to the constitutional documents.
17. Copies of memorandum, articles, etc., to be given to members.—(1) A company shall, on being so requested by a member, send to him within seven days of the request and subject to the payment of such fees as may be prescribed, a copy of each of the following documents, namely:—
(a) the memorandum;
(b) the articles; and
(c) every agreement and every resolution referred to in sub-section (1) of section117, if and in so far as they have not been embodied in the memorandum or articles.
(2) If a company makes any default in complying with the provisions of this section, the company and every officer of the company who is in default shall be liable for each default, to a penalty of one thousand rupees for each day during which such default continues or one lakh rupees, whichever is less.
Simple decode: On request and prescribed fee, the company must provide MOA, AOA and relevant incorporated agreements within seven days.
Practical example: A shareholder requesting a certified constitutional set should receive it within the statutory seven-day period.
Section 18
Conversion of existing companies
Allow conversion without destroying legal continuity.
18. Conversion of companies already registered.—(1) A company of any class registered under this Act may convert itself as a company of other class under this Act by alteration of memorandum and articles of the company in accordance with the provisions of this Chapter.
(2) Where the conversion is required to be done under this section, the Registrar shall on an application made by the company, after satisfying himself that the provisions of this Chapter applicable for registration of companies have been complied with, close the former registration of the company and after registering the documents referred to in sub-section (1), issue a certificate of incorporation in the same manner as its first registration.
(3) The registration of a company under this section shall not affect any debts, liabilities, obligations or contracts incurred or entered into, by or on behalf of the company before conversion and such debts, liabilities, obligations and contracts may be enforced in the manner as if such registration had not been done.
Simple decode: A company can convert from one class to another through MOA/AOA alteration and registration. Existing debts, liabilities, obligations and contracts continue after conversion.
Practical example: Converting a private company into a public company does not cancel its prior bank loan or vendor contracts.
Section 19
Subsidiary not to hold shares in holding company
Prevent circular ownership.
19. Subsidiary company not to hold shares in its holding company.—(1) No company shall, either by itself or through its nominees, hold any shares in its holding company and no holding company shall allot or transfer its shares to any of its subsidiary companies and any such allotment or transfer of shares of a company to its subsidiary company shall be void:
Provided that nothing in this sub-section shall apply to a case—
(a) where the subsidiary company holds such shares as the legal representative of a deceased member of the holding company; or
(b) where the subsidiary company holds such shares as a trustee; or
(c) where the subsidiary company is a shareholder even before it became a subsidiary company of the holding company:
Provided further that the subsidiary company referred to in the preceding proviso shall have a right to vote at a meeting of the holding company only in respect of the shares held by it as a legal representative or as a trustee, as referred to in clause (a) or clause (b) of the said proviso.
(2) The reference in this section to the shares of a holding company which is a company limited by guarantee or an unlimited company, not having a share capital, shall be construed as a reference to the interest of its members, whatever be the form of interest.
Simple decode: A subsidiary generally cannot hold shares in its holding company, directly or through nominees. Limited exceptions cover legal-representative, trustee and pre-subsidiary holdings, with restricted voting.
Practical example: Shares inherited by a subsidiary as legal representative may fall within an exception, but ordinary treasury-style circular ownership is prohibited.
Section 20
Service of documents
Define valid delivery to and by companies.
20. Service of documents.—(1) A document may be served on a company or an officer thereof by sending it to the company or the officer at the registered office of the company by registered post or by speed post or by courier service or by leaving it at its registered office or by means of such electronic or other mode as may be prescribed:
Provided that where securities are held with a depository, the records of the beneficial ownership may be served by such depository on the company by means of electronic or other mode.
(2) Save as provided in this Act or the rules made thereunder for filing of documents with the Registrar in electronic mode, a document may be served on Registrar or any member by sending it to him by post or by registered post or by speed post or by courier or by delivering at his office or address, or by such electronic or other mode as may be prescribed:
Provided that a member may request for delivery of any document through a particular mode, for which he shall pay such fees as may be determined by the company in its annual general meeting.
Explanation.—For the purposes of this section, the term “courier” means a person or agency which delivers the document and provides proof of its delivery.
Simple decode: Documents may be served at the registered office by specified physical or electronic modes. Members can request a particular mode and bear prescribed additional cost.
Practical example: A statutory notice sent to an outdated operational office may fail if the registered-office service requirements are not met.
Section 21
Authentication
Authorise signing of company documents and contracts.
21. Authentication of documents, proceedings and contracts.—Save as otherwise provided in this Act,—
(a) a document or proceeding requiring authentication by a company; or
(b) contracts made by or on behalf of a company, may be signed by any key managerial personnel or an officer or employee of the company duly authorised by the Board in this behalf.
Simple decode: Unless another provision says otherwise, KMP or a duly authorised officer or employee may authenticate documents, proceedings and contracts.
Practical example: A Board-authorised finance manager may sign a routine company certificate where no section requires a director or company secretary specifically.
Section 22
Execution of negotiable instruments and deeds
Establish authority for bills, notes and deeds.
22. Execution of bills of exchange, etc.—(1) A bill of exchange, hundi or promissory note shall be deemed to have been made, accepted, drawn or endorsed on behalf of a company if made, accepted, drawn, or endorsed in the name of, or on behalf of or on account of, the company by any person acting under its authority, express or implied.
(2) A company may, by writing under its common seal, if any, authorise any person, either generally or in respect of any specified matters, as its attorney to execute other deeds on its behalf in any place either in or outside India:
Provided that in case a company does not have a common seal, the authorisation under this sub-section shall be made by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary.
(3) A deed signed by such an attorney on behalf of the company and under his seal shall bind the company .
Simple decode: Bills, hundis and promissory notes bind the company when executed by a person acting under express or implied authority. A company may appoint an attorney for deeds; common seal is optional.
Practical example: A deed can be authorised without a common seal through the prescribed director/company-secretary execution route.
Companies (Incorporation) Rules, 2014
Rule-by-rule operative register
Every current, inserted and omitted rule in the incorporation framework is mapped below. Long procedural rules are broken into their operative steps.
Rule 1
Short title and commencement
- The rules are the Companies (Incorporation) Rules, 2014.
- They came into force on 1 April 2014.
Simple decode: This is the principal subordinate legislation for Chapter II.
Practical example: Use the principal rules together with every later amendment and the current MCA form.
Rule 2
Definitions
- Defines Act, Annexure, form/e-form, fees, Regional Director and section.
- Undefined expressions take their meaning from the Act and the Definition Details Rules.
Simple decode: The rulebook imports the Companies Act dictionary and the MCA filing framework.
Practical example: A reference to “fees” means the current Registration Offices and Fees Rules, not a fixed amount in this rule.
Rule 3
One Person Company
- Only a natural person who is an Indian citizen, whether resident in India or otherwise, may incorporate an OPC or act as nominee.
- A person cannot incorporate or be nominee in more than one OPC at the same time, subject to the transitional situation prescribed.
- A minor cannot become member or nominee or hold a beneficial interest.
- An OPC cannot be incorporated or converted into a section 8 company and cannot carry out non-banking financial investment activities.
Simple decode: OPC is for one eligible natural-person member, not for a body corporate or minor.
Practical example: An overseas Indian citizen may incorporate an OPC; a foreign national who is not an Indian citizen cannot.
Rule 4
Nomination by OPC subscriber or member
- Nominee details and consent are filed through SPICe+ declarations at incorporation.
- The nominee may withdraw consent by notice.
- The sole member may replace the nominee, and the company files the change in Form INC-4 within the prescribed time.
- On death or incapacity, the nominee becomes member and must nominate another person.
Simple decode: The nominee mechanism prevents an OPC from becoming memberless.
Practical example: Keep nominee consent and change filings aligned with the memorandum and MCA record.
Rule 5
Omitted rule
- The earlier OPC penalty rule was omitted.
Simple decode: Current consequences arise from the Act and general adjudication provisions rather than the former Rule 5.
Practical example: Do not quote the deleted daily-fine rule.
Rule 6
Conversion of OPC into private or public company
- An OPC may voluntarily convert after increasing members and directors to the required minimum.
- File Form INC-6 with altered MOA/AOA, resolution, proposed members/directors, creditors and latest audited financial statements.
- The Registrar approves the conversion and issues the certificate.
Simple decode: The former two-year and capital/turnover barriers were removed from 1 April 2021.
Practical example: An OPC can convert when commercially appropriate without waiting two years.
Rule 7
Conversion of private company into OPC
- A non-section 8 private company may convert by special resolution.
- Obtain no-objection from members and creditors before the resolution.
- File Form INC-6 with the prescribed lists, statements and secured-creditor NOCs.
- The resulting OPC must have one member and one nominee.
Simple decode: The conversion cannot prejudice creditors or retain multiple members.
Practical example: A two-member private company may convert after one member exits and all consent evidence is obtained.
Rule 7A
Penalty
- Contravention of the OPC rules attracts penalty under the rule, subject to the current adjudication framework.
Simple decode: Maintain OPC eligibility, nominee and conversion compliance continuously.
Practical example: A person acting as member in multiple OPCs should regularise within the prescribed period.
Rule 8
Names resembling too nearly
- Names are compared after disregarding specified matters such as entity suffixes, punctuation, spacing, plural forms and certain common variations.
- A proposed name that is effectively the same as an existing company name is not available.
Simple decode: Cosmetic spelling or punctuation changes cannot bypass name protection.
Practical example: “Fin In Two Min Private Limited” may be treated as resembling “Finin2min Private Limited”.
Rule 8A
Undesirable names
- A name may be undesirable because it violates law, conflicts with a registered trademark, falsely suggests government or international patronage, uses prohibited or misleading expressions, or falls within other listed circumstances.
- The current rule reflects amendments including the 2024 removal of specific Nidhi wording restrictions from this name rule.
Simple decode: Availability requires more than uniqueness; the name must be lawful and non-misleading.
Practical example: Using “Bank” or “Stock Exchange” without appropriate regulatory basis can be rejected.
Rule 8B
Words requiring previous Central Government approval
- Specified words suggesting governmental, statutory, national or institutional connection require previous approval.
- The restricted-word list must be checked before filing the name application.
Simple decode: A name can be unique yet still need prior approval.
Practical example: “National Commission” or “Federal Authority” style expressions can trigger Rule 8B.
Rule 9
Reservation of name or change of name
- Use SPICe+ Part A for a proposed company and RUN for change of name of an existing company.
- The Central Registration Centre may approve, reject or permit resubmission.
- Sectoral approvals, NOCs and supporting documents are attached where relevant.
Simple decode: Name approval is conditional and does not authorise regulated business.
Practical example: A proposed insurance company must still obtain sector approval before undertaking insurance.
Rule 9A
Extension of reserved name
- On prescribed additional fee, a name reserved for a new company may be extended to 40 or 60 days from approval, subject to the timing options in the rule.
- Apply before the existing reservation expires.
Simple decode: The extension protects a delayed filing but is not automatic.
Practical example: If foreign subscriber documents are delayed, the applicant may buy the permitted extension within time.
Rule 10
Notice of entrenchment
- Entrenchment is notified through SPICe+ at incorporation or the prescribed form for an existing company.
- The filing accompanies the incorporation or alteration process.
Simple decode: Entrenchment must be visible on the MCA record, not merely written into a private copy of the AOA.
Practical example: A founder-veto clause inserted later must follow the section 5 approval and notice requirements.
Rule 11
Model articles
- Articles may adopt the applicable model regulations in Schedule I.
- Provisions not excluded or modified may apply by statutory incorporation.
Simple decode: Custom articles should clearly state departures from model articles.
Practical example: A private company can use Table F-based articles with added transfer and founder-right provisions.
Rule 12
Application for incorporation
- File SPICe+ with the Registrar having jurisdiction over the proposed registered office.
- Where proposed objects require RBI, SEBI or another sectoral registration or approval, obtain it before pursuing those objects and provide the required declaration.
- For a Nidhi, the section 406 declaration is required before commencing Nidhi business.
Simple decode: Incorporation creates the entity; it does not replace business licences.
Practical example: A fintech company may incorporate with financial-technology objects but cannot undertake regulated lending without RBI authorisation.
Rule 13
Signing of memorandum and articles
- Subscribers sign in the prescribed manner with name, address, occupation and witness particulars.
- Special rules apply to illiterate subscribers, body corporates, foreign subscribers and documents executed outside India.
- Electronic MOA/AOA are used where eligible.
Simple decode: Subscriber execution must prove informed and valid subscription.
Practical example: A foreign corporate subscriber acts through a duly authorised representative and properly authenticated documents.
Rule 14
Professional declaration
- The professional engaged in formation gives the section 7(1)(b) compliance declaration through the incorporation filing.
Simple decode: Professional certification is a substantive assurance, not clerical formality.
Practical example: The certifying professional should verify identity, authority, objects, address and attachments.
Rule 15
Declaration by subscribers and first directors
- Each subscriber and first director provides the section 7(1)(c) declaration in Form INC-9, generally generated electronically.
- The declaration covers convictions, fraud, misfeasance, breach of duty and correctness of filings.
Simple decode: False declarations can lead to fraud consequences under sections 7 and 447.
Practical example: A promoter must disclose a relevant conviction rather than sign a standard declaration blindly.
Rule 16
Particulars of subscribers
- File prescribed identity, address, nationality, occupation and other particulars for each subscriber.
- For body-corporate subscribers, file incorporation, registered office, authorisation and representative details.
- Foreign documents require the prescribed notarisation, apostille or consular authentication.
Simple decode: Subscriber due diligence changes with the subscriber's legal form and country.
Practical example: An overseas company subscriber needs its constitutional documents and Board authority authenticated appropriately.
Rule 17
Particulars of first directors
- File DIN, identity, address, nationality, interests in other entities and consent to act.
- Director appointment and KMP particulars are integrated into the incorporation filing.
Simple decode: First-director declarations support both incorporation and disqualification screening.
Practical example: A proposed director with an existing DIN must use the same DIN and disclose other interests.
Rule 18
Certificate of incorporation
- The Registrar issues Form INC-11 with CIN and PAN details after registration.
- The certificate evidences incorporation but is not a sector licence or permission to solicit public funds.
Simple decode: Incorporation and authority to conduct regulated business are separate.
Practical example: A certificate containing financial-services objects does not itself authorise deposit-taking.
Rule 19
Section 8 licence for a new company
- A new section 8 company applies through SPICe+ with constitutional documents, prescribed declarations, projected income and expenditure and other information.
- The licence is issued when objects, income application and dividend prohibition meet section 8.
Simple decode: The objects and funding model must show genuine public-benefit activity.
Practical example: A research foundation should explain activities and expected funding rather than use generic charitable wording.
Rule 20
Section 8 licence for an existing company
- An existing limited company seeking section 8 status follows the prescribed application, publication and document process.
- On approval, the company changes its name and becomes subject to section 8 conditions.
Simple decode: Existing operations, assets and liabilities are examined before the licence is granted.
Practical example: A private education company can seek section 8 status only after aligning its objects and profit-distribution restrictions.
Rule 21
Conditions for conversion of section 8 company
- Conversion requires Regional Director approval and compliance with creditor, regulator, asset, grant and tax-related conditions.
- The company must disclose reasons, privileges, donations, concessional assets and the effect of conversion.
- Surplus and concessional property may attract transfer or repayment conditions.
Simple decode: Section 8 assets and concessions cannot be casually privatised through conversion.
Practical example: Land received at a concessional government rate may require payment of the benefit before conversion.
Rule 22
Procedure and post-approval compliance for section 8 conversion
- Publish and serve notices in the prescribed manner and file evidence with the Regional Director.
- After approval, pass and register the required constitutional alterations and file the order and amended e-MOA/e-AOA.
- The Registrar issues a fresh certificate after conditions are complied with.
Simple decode: The conversion is a controlled public-interest process, not a simple MGT-14 filing.
Practical example: A company must complete the advertisement, authority notices and post-order filings before losing section 8 status.
Rule 23
Intimation of revocation of section 8 licence
- The Central Government's revocation order is filed with the Registrar and the company completes consequential status and name filings.
Simple decode: Revocation must be reflected on the corporate registry.
Practical example: A revoked section 8 company cannot continue using a name without “Limited” or “Private Limited”.
Rule 23A
Declaration for commencement of business
- A director files Form INC-20A within the section 10A period.
- A practising company secretary, chartered accountant or cost accountant verifies the form.
- Where sector approval is required, the approval is obtained and attached as prescribed.
Simple decode: This is the operational gate for companies with share capital.
Practical example: Bank proof of subscriber capital and registered-office compliance should be ready before filing.
Rule 24
Omitted rule
- The former commencement declaration under section 11 and Form INC-21 was omitted.
Simple decode: Use section 10A and Rule 23A for current companies within scope.
Practical example: Do not file or advise on old INC-21.
Rule 25
Verification of registered office
- File Form INC-22 with title document, lease/rent evidence, owner authorisation where required and a recent utility bill.
- The evidence must demonstrate lawful use and a capable communication address.
Simple decode: A postal address without possession or authority is insufficient.
Practical example: A lease in a founder's name should be supported by owner authorisation permitting company use.
Rule 25A
ACTIVE company tagging and registered-office verification
- Companies incorporated on or before 31 December 2017 were required to file ACTIVE in Form INC-22A, subject to exclusions and preconditions.
- Non-compliant companies face ACTIVE-non-compliant status and restrictions on specified filings until regularisation.
- Form INC-22A was substituted with effect from 14 July 2025; the substantive rule remains.
Simple decode: ACTIVE is a legacy verification framework with continuing status consequences.
Practical example: An old company marked ACTIVE-non-compliant may need to regularise before filing specified changes.
Rule 25B
Physical verification of registered office
- The Registrar may visit with two independent local witnesses and may seek police assistance.
- MCA-filed address documents are cross-checked, a photograph is taken and a prescribed report is prepared.
- If the office cannot receive communications, notice may be issued before section 248 action.
Simple decode: Registered-office compliance must exist physically, not only on MCA records.
Practical example: A locked address with no company presence can trigger notice even if INC-22 was previously accepted.
Rule 26
Publication of company name
- A company conducting online business or otherwise having a website publishes its name, registered-office address, CIN, contact details and grievance contact on the home page.
- The Central Government may prescribe other documents on which the name must appear.
Simple decode: Digital statutory identity is part of registered-office transparency.
Practical example: A consumer-facing website should display the statutory company information on its landing page.
Rule 27
Notice of registered-office change
- File Form INC-22 with the same class of supporting address documents required for initial verification.
Simple decode: Every office move needs evidence and timely MCA filing.
Practical example: Changing only the address on invoices without filing INC-22 does not change the registered office.
Rule 28
Shift within same State across ROC jurisdiction
- File Form INC-23 with Board and special resolutions, worker-dues and creditor declarations, prosecution-jurisdiction declaration and Chief Secretary intimation.
- The Regional Director decides the application; the approval order is filed in INC-28.
Simple decode: Cross-ROC movement within one State is more than an ordinary address change.
Practical example: A shift from one ROC jurisdiction to another in the same State needs Regional Director confirmation.
Rule 29
Change of company name
- Name change is not allowed while annual returns or financial statements remain unfiled or matured deposits/debentures or interest remain unpaid, unless cured.
- File INC-24 after required approvals; the Registrar issues INC-25.
Simple decode: Good standing is a condition for voluntary name change.
Practical example: A company with overdue annual filings should regularise before seeking a rebranding approval.
Rule 30
Shift of registered office from one State or Union Territory to another
- File INC-23 with altered MOA, resolutions, authority, creditor list, declarations and prescribed evidence.
- Publish and serve notices to creditors, Registrar, regulators and State authorities.
- Objections are resolved through the Regional Director process; certain pending inquiries, investigations or prosecutions restrict approval, subject to the resolution-plan proviso.
- File the order in INC-28 and complete the new-State registration.
Simple decode: Inter-State shifting protects creditors, employees, regulators and prosecution jurisdiction.
Practical example: A company should freeze and verify the creditor list immediately before filing and document every service.
Rule 31
Filing Central Government order for inter-State shift
- File the certified approval order in Form INC-28 with the relevant Registrar within 30 days.
Simple decode: The shift is not complete merely because the Regional Director signed the order.
Practical example: Calendar the INC-28 filing and subsequent INC-22 requirements.
Rule 32
Change of objects where prospectus money is unutilised
- Publish the special-resolution details and prescribed justification in newspapers and on the company website.
- Provide exit opportunity to dissenting shareholders in accordance with SEBI regulations where applicable.
- File the special resolution and altered memorandum.
Simple decode: Public money raised for stated objects cannot be redirected without enhanced transparency.
Practical example: A listed issuer changing a plant-expansion object to acquisitions must complete the special regime.
Rule 33
Alteration of articles and conversion filings
- File the special resolution and altered constitutional documents in the prescribed forms.
- Conversions under sections 14 and 18 use Form INC-27 and the applicable approval route.
Simple decode: The filing route depends on whether the change is private/public, unlimited/limited or guarantee/share based.
Practical example: A private-to-public conversion needs constitutional changes and fresh certification, not only removal of the word “Private”.
Rule 34
Copies of memorandum and articles
- A member may obtain MOA, AOA and relevant agreements on payment of the fee prescribed in the rule.
Simple decode: The rule operationalises the seven-day member right in section 17.
Practical example: Maintain an accessible certified digital master to respond within time.
Rule 35
Service of documents
- Electronic service includes specified electronic transmission to the address registered with the company or depository.
- Postal service is deemed effected according to the time rules in the rule.
- A member requesting a particular delivery mode pays the prescribed fee in advance.
Simple decode: Track the legal mode, destination and deemed-delivery time.
Practical example: Email service should use the member's registered electronic address and preserve delivery evidence.
Rule 36
Omitted rule
- The former integrated incorporation rule was omitted/replaced by the SPICe+ framework.
Simple decode: Current incorporation operates through Rules 38 and 38A.
Practical example: Do not use the obsolete INC-29 integrated form.
Rule 37
Unlimited company converting into limited company
- Pass a special resolution and file INC-27.
- Publish INC-27A, notify creditors and debenture holders and file the application within the prescribed period.
- Negative net worth, unpaid liabilities and pending inquiry or investigation can bar conversion.
- On approval, the Registrar issues INC-11A; post-conversion restrictions protect past creditors.
Simple decode: Limited liability cannot be used to escape existing obligations.
Practical example: The company cannot distribute dividends after conversion without satisfying protected past obligations.
Rule 38
SPICe+ incorporation
- Use SPICe+ INC-32 with e-MOA INC-33 and e-AOA INC-34 where eligible.
- Physical MOA/AOA are used for more than seven subscribers or specified overseas execution situations.
- SPICe+ integrates name reservation, incorporation, DIN for up to the prescribed number of first directors and appointments.
- Section 8 companies use the prescribed section 8 constitutional formats.
Simple decode: SPICe+ is the main incorporation workflow, but document requirements depend on subscriber profile.
Practical example: A company with eight subscribers files physical-format MOA/AOA attachments rather than e-MOA/e-AOA.
Rule 38A
AGILE-PRO-S linked registrations
- INC-35 accompanies SPICe+ for prescribed linked registrations, including GSTIN where applied, EPFO, ESIC, profession tax in applicable jurisdictions, opening of bank account and Shops and Establishment registration where enabled.
Simple decode: Incorporation can trigger parallel labour, tax and banking registrations.
Practical example: The promoter should confirm whether GST registration is voluntary or mandatory rather than select it mechanically.
Rule 39
Guarantee company converting into company limited by shares
- A non-section 8 guarantee company may convert if it creates share capital equivalent to the guarantee amount.
- Pass special resolution, alter MOA/AOA and file MGT-14 and INC-27 with the prescribed documents.
- Creditor rights and existing liabilities remain protected.
Simple decode: The conversion changes the liability structure but not legal continuity.
Practical example: A guarantee company cannot use this route if it is a section 8 company.
Rule 40
Change of financial year
- An Indian company that is a holding, subsidiary or associate of a foreign company and needs another financial year for consolidation applies to the Regional Director in Form RD-1.
- The order and resulting change are filed in the prescribed forms.
- Form RD-1 was substituted with effect from 15 September 2025.
Simple decode: A different financial year requires approval; group preference alone is insufficient.
Practical example: A 31 December foreign parent may support an Indian subsidiary's application when consolidation requires alignment.
Rule 41
Public company converting into private company
- File RD-1 within 60 days of the special resolution with altered MOA/AOA, resolutions and declarations on deposits, statutory compliance, listing history and pending filings.
- Prepare a recent creditor and debenture-holder list supported by affidavit.
- Advertise in INC-25A and serve creditors, debenture holders, Registrar, Regional Director and sector regulator at least 21 days before filing.
- Unopposed complete applications may be approved without hearing; objections or defects follow the detailed Regional Director process.
- After approval, file the order and altered documents and obtain fresh certification.
- The RD-1 form was substituted with effect from 15 September 2025.
Simple decode: Conversion affects investors and creditors and therefore requires public notice and regulatory review.
Practical example: A formerly listed company must document complete delisting and compliance before private conversion.
2025 form controls: Form INC-22A was substituted from 14 July 2025 and Form RD-1 from 15 September 2025. The legal tests in Rules 25A, 40 and 41 continue; use the current MCA form version at filing time.
