Incorporation and Constitutional Documents

The rules are the Companies (Incorporation) Rules, 2014. They came into force on 1 April 2014.

Defines Act, Annexure, form/e-form, fees, Regional Director and section. Undefined expressions take their meaning from the Act and the Definition Details Rules.

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.

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.

The earlier OPC penalty rule was omitted.

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.

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.

Contravention of the OPC rules attracts penalty under the rule, subject to the current adjudication framework.

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.

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.

Specified words suggesting governmental, statutory, national or institutional connection require previous approval. The restricted-word list must be checked before filing the name application.

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.

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.

Entrenchment is notified through SPICe+ at incorporation or the prescribed form for an existing company. The filing accompanies the incorporation or alteration process.

Articles may adopt the applicable model regulations in Schedule I. Provisions not excluded or modified may apply by statutory 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.

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.

The professional engaged in formation gives the section 7(1)(b) compliance declaration through the incorporation filing.

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.

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.

File DIN, identity, address, nationality, interests in other entities and consent to act. Director appointment and KMP particulars are integrated into the incorporation filing.

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.

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.

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.

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.

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.

The Central Government's revocation order is filed with the Registrar and the company completes consequential status and name filings.

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.

The former commencement declaration under section 11 and Form INC-21 was omitted.

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.

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.

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.

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.

File Form INC-22 with the same class of supporting address documents required for initial verification.

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.

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.

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.

File the certified approval order in Form INC-28 with the relevant Registrar within 30 days.

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.

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.

A member may obtain MOA, AOA and relevant agreements on payment of the fee prescribed in the rule.

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.

The former integrated incorporation rule was omitted/replaced by the SPICe+ framework.

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.

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.

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.

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.

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.

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.