(Updated in 2023) (As amended up to G.S.R. 790(E), dt.20/10/2023) [31st March, 2014] In exercise of the powers conferred under Section 3, Section 4, sub-sections (5) and (6) of Section 5, Section 6, sub-section (1) and (2) of Section 7, sub-section (1) and (2) of Section 8, clauses (a) and (b) of sub-section (1) of Section 11, sub-sections (2), (3), (4) and (5) of Section 12, sub-sections (3), (4) and proviso to sub-section (5) of Section 13, sub-section (2) of Section 14, sub-section (1) of Section 17, sub-section (1) and (2) of Section 20 read with sub-sections (1) and (2) of Section 469 of the Companies Act, 2013 (18 of 2013) and in supersession of the Companies (Central Government's) General Rules and Forms, 1956 or any other relevant rules prescribed under the Companies Act, 1956 (1 of 1956) on matters covered under these rules, except as respects things done or omitted to be done before such supersession, the Central Government hereby makes the following rules, namely.--

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S.1 Short title and commencement.--

(1) These rules may be called the Companies (Incorporation) Rules, 2014.

(2) They shall come into force on the 1st day of April, 2014.

S.2 Definitions.--

(1) In these rules, unless the context otherwise requires,--

(a) "Act" means the Companies Act, 2013 (18 of 2013);

(b) "Annexure" means the Annexure to these rules;

(c) "Form" or "e-Form" means a form in the electronic form or non-electronic form as specified under the Act or rules made thereunder and notified by the Central Government under the Act;

(d) "Fees" means fees as specified in the Companies (Registration offices and fees) Rules, 2014;

(e) "Regional Director" means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional Director;

(f) "section" means the section of the Act;

(2) Words and expressions used in these rules but not defined and defined in the Act or in Companies (Specification of definitions details) Rules, 2014 shall have the meanings respectively assigned to them in the Act and said rules.

S.3 One Person Company.--

(1) Only a natural person who is an Indian citizen ¹[whether resident in India or otherwise]--

(a) shall be eligible to incorporate a One Person Company;

(b) shall be a nominee for the sole member of a One Person Company.

²[Explanation I.-- For the purposes of this rule, the term "resident in India" means a person who has stayed in India for a period of not less than ³[one hundred and twenty days] during the immediately preceding financial year.

Explanation II.-- For the purposes of this rule, while counting the number of days of stay of a director in India for the Financial Year 2018-2019, any period of stay between 01/01/2018 till the date of notification of this rule shall also be counted.]

⁴[(2) A natural person shall not be member of more than a One Person Company at any point of time and the said person shall not be a nominee of more than a One Person Company.]

(3) Where a natur

S.4 Nomination by the subscriber or member of One Person Company.--

For the purposes of first proviso to sub-section (1) of Section 3 --

(1) The subscriber to the memorandum of a One Person Company shall nominate a person, after obtaining prior written consent of such person, who shall, in the event of the subscriber's death or his incapacity to contract, become the member of that One Person Company.

¹[(2) The name of the person nominated under sub-rule (1) shall be mentioned in the memorandum of One Person Company and such nomination details along with consent of such nominee shall be filled in Form No. INC-32 (SPICe+) as a declaration and the said Form alongwith fee as provided in the Companies (Registration offices and fees) Rules, 2014 shall be filed with the Registrar at the time of incorporation of the company along with its e-memorandum and e-articles.]

(3) The person nominated by the subscriber or member of a One Person Company may, withdraw his consent by giving a notice in writing to such sole member and to

S.5 Penalty.--

x x x x]

S.6 Conversion of One Person Company into a Public company or a Private company.--

(1) The One Person company shall alter its memorandum and articles by passing a resolution in accordance with sub-section (3) of Section 122 of the Act to give effect to the conversion and to make necessary changes incidental thereto.

(2) A One Person company may be converted into a Private or Public Company, other than a company registered under Section 8 of the Act, after increasing the minimum number of members and directors to two or seven members and two or three directors, as the case may be, and maintaining the minimum paid-up capital as per the requirements of the Act for such class of company and by making due compliance of Section 18 of the Act for conversion.

²[(3) The company shall file an application in e-Form No. INC-6 for its conversion into Private or Public Company, other than under Section 8 of the Act, alongwith fees as provided in the Companies (Registration Offices and Fees) Rules, 2014 with altered e-MOA and e-AOA.]

³[

S.7 Conversion of private company into One Person Company.--

(1) A private company other than a company registered under Section 8 of the Act ¹[x x x x] may convert itself into one person company by passing a special resolution in the general meeting.

(2) Before passing such resolution, the company shall obtain No objection in writing from members and creditors.

(3) The one person company shall file copy of the special resolution with the Registrar of Companies within thirty days from the date of passing such resolution in Form No. MGT.14.

²[(4) The company shall file an application in e-Form No. INC-6 for its conversion into One Person Company alongwith fees as provided in the Companies (Registration Offices and Fees) Rules, 2014 by attaching the following details or documents, namely--

(i) altered e-MOA and e-AOA;

(ii) copy of NOC of every creditors with the application for conversion;

(iii) affidavit of directors confirming that all the members of the company have given their

S.8 Penalty.--

If a One Person Company or any officer of such company contravenes any of the provisions of these rules, the One Person Company or any officer of the such Company shall be punishable with fine which may extend to five thousand rupees and with a further fine which may extend to five hundred rupees for every day after the first offence during which such contravention continues.]

S.9 Names which resemble too nearly with name of existing company.--

(1) A name applied for shall be deemed to resemble too nearly with the name of an existing company, if, and only if, after comparing the name applied for with the name of an existing company by disregarding the matters set out in sub-rule (2), the names are same.

(2) The following matters are to be disregarded while comparing the names under sub-rule (1)--

(a) the words like Private, Pvt, Pvt., (P), OPC Pvt. Ltd., IFSC Limited, IFSC Pvt. Limited, Producer Limited, Limited, Unlimited, Ltd, Ltd., LLP, Limited Liability Partnership company, and company, & co, & co., co., co, corporation, corp, corpn, corp or group;

(b) the plural or singular form of words in one or both names;

A. Illustrations

(i) Green Technology Ltd. is same as Greens Technology Ltd. and Greens Technologies Ltd.

(ii) Pratap Technology Ltd. is same as Prataps Technology Ltd. and Prataps Technologies Ltd.

(iii) SM Computers Ltd. is not same as SMS Computers Ltd.

(

S.10 Undesirable names.--

(1) The name shall be considered undesirable, if--

(a) it is prohibited under the provisions of Section 3 of the Emblems and Names (Prevention and Improper Use) Act, 1950 (12 of 1950), unless a previous permission has been obtained under that Act;

(b) Save as provided in Section 35 of the Trade Marks Act, 1999 (47 of 1999), the name include a trade mark registered under the Trade Marks Act, 1999 and the rules framed thereunder in the same class of goods or services in which the activity of the company is being carried out or is proposed to be carried out, unless the consent of the owner ²[x x x x], of the trade mark, as the case may be, has been obtained and produced by the promoters;

(c) it includes any word or words which are offensive to any section of the people;

(d) the proposed name is identical with or too nearly resembles the name of a limited liability partnership:

Provided that the provisions of Rule 8 shall apply mutatis mutan

S.11 Word or expression which can be used only after obtaining previous approval of Central Government.--

In terms clause (b) of sub-section (3) of Section 4, the following words and combinations thereof shall not be used in the name of a company in English or any of the languages depicting the same meaning unless the previous approval of the Central Government has been obtained for the use of any such word or expression--

(a) Board;

(b) Commission;

(c) Authority;

(d) Undertaking;

(e) National;

(f) Union;

(g) Central;

(h) Federal;

(i) Republic;

(j) President;

(k) Rashtrapati;

(l) Small Scale Industries;

(m) Khadi and Village Industries Corporation;

(n) Financial Corporation and the like;

(o) Municipal;

(p) Panchayat;

(q) Development Authority;

(r) Prime Minister or Chief Minister;

(s) Minister;

(t) Nation;

(u) Forest corporation;

(v) Development Scheme;

(w) Statute or Statutory;

(x) Court or Judiciary;

(y) Governor

S.12 Reservation of name or change of name.--

An application for reservation of name shall be made through the web service available at www.mca.gov.in by using web service SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32), and for change of name by using web service RUN (Reserve Unique Name) along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014, which may either be approved or rejected, as the case may be, by the Registrar, Central Registration Centre after allowing resubmission of such web form within fifteen days for rectification of the defects, if any, with effect from the 23rd February, 2020.]

S.13 Extension of reservation of name in certain cases.--

Upon payment of fees provided below through the web service available at www.mca.gov.in the Registrar shall extend the period of a name reserved under Rule 9 by using web service SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32), upto:

(a) forty days from the date of approval under Rule 9, on payment of fees of rupees of one thousand rupees made before the expiry of twenty days from the date of approval under Rule 9;

(b) sixty days from the date of approval under Rule 9 on payment of fees of rupees two thousand made before the expiry of forty days referred to in clause (a) above;

(c) sixty days from the date of approval under Rule 9 on payment of fees of rupees three thousand made before the expiry of twenty days from the date of approval under Rule 9:

Provided that the Registrar shall have the power to cancel the reserved name in accordance with sub-section (5) of Section 4 of the Act.]

S.14

Where the articles contain the provisions for entrenchment, the company shall give notice to the Registrar of such provisions in Form No. INC. 2 or ¹[²[x x x x] or ³[SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32)]], as the case may be, along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 at the time of incorporation of the company or in case of existing companies, the same shall be filed in Form No. MGT.14 within thirty days from the date of entrenchment of the articles, as the case may be, along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014.

S.15

The model articles as prescribed in Table F, G, H, I and J of Schedule I may be adopted by a company as may be applicable to the case of the company, either in totality or otherwise.

S.16 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 ²[SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32)] 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:]

³[Provided further that in case of a Company being incorporated as a Nidhi, the declaration by the Central Government under Section 406 of the Act shall be obtained by the Ni

S.17 Signing of memorandum and articles.--

The Memorandum and Articles of Association of the company shall be signed in the following manner, namely--

(1) The memorandum and articles of association of the company shall be signed by each subscriber to the memorandum, who shall add his name, address, description and occupation, if any, in the presence of at least one witness who shall attest the signature and shall likewise sign and add his name, address, description and occupation, if any and the witness shall state that "I witness to subscriber/subscriber(s), who has/have subscribed and signed in my presence (date and place to be given); further I have verified his or their Identity Details (ID) for their identification and satisfied myself of his/her/their identification particulars as filled in".

(2) Where a subscriber to the memorandum is illiterate, he shall affix his thumb impression or mark which shall be described as such by the person, writing for him, who shall place the name of the subscriber against

S.18 Declaration by professionals.--

For the purposes of clause (b) of sub-section (1) of Section 7, the declaration by an advocate, a Chartered Accountant, Cost accountant or Company Secretary in practice shall be in Form No. INC. 8.

Explanation (i) "chartered accountant" means a chartered accountant as defined in clause (b) of sub-section (1) of Section 2 of the Chartered Accountants Act, 1949 (ii) "Cost Accountant" means a cost accountant as defined in clause (b) of sub-section (1) of Section 2 of the Cost and Works Accountants Act, 1959 and (iii) "company secretary" means a "company secretary" or "secretary" means as defined in clause (c) of sub-section (1) of Section 2 of the Company Secretaries Act, 1980.

S.19 Declaration from Subscribers and First Directors.--

For the purposes of clause (c) of sub-section (1) of Section 7, the declaration shall be submitted by each of the subscribers to the memorandum and each of the first directors named in the articles in Form No. INC-9.]

S.20 Particulars of every subscriber to be filed with the Registrar at the time of incorporation.--

(1) The following particulars of every subscriber to the memorandum shall be filed with the Registrar--

(a) Name (including surname or family name) and recent Photograph affixed and scan with MOA and AOA:

(b) Father's/Mother's/ name:

(c) Nationality:

(d) Date of Birth:

(e) Place of Birth (District and State):

(f) Educational qualification:

(g) Occupation:

(h) Income-tax permanent account number:

(i) Permanent residential address and also Present address (Time since residing at present address and address of previous residence address(es) if stay of present address is less than one year) similarly the office/business addresses:

(j) Email id of Subscriber;

(k) Phone No. of Subscriber;

(l) Fax no. of Subscriber (optional)

Explanation.-- Information related to (i) to (l) shall be of the individual subscriber and not of the professional engaged in the incorporation of the company;

(m)

S.21 Particulars of first directors of the company and their consent to act as such.--

The particulars of each person mentioned in the articles as first director of the company and his interest in other firms or bodies corporate along with his consent to act as director of the company shall be filed in Form No. DIR. 12 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014.

S.22

The Certificate of Incorporation shall be issued by the Registrar in Form No. INC-11 and the Certificate of Incorporation shall mention permanent account number of the company where it is issued by the Income-tax Department].

S.23 License under Section 8 for new companies with charitable objects etc.--

(1) A person or an association of persons (hereinafter referred to in this rule as "the proposed company"), desirous of incorporating a company with limited liability under sub-section (1) of Section 8 without the addition to its name of the word "Limited", or as the case may be, the words "Private Limited", shall make an application in ¹[SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32)] along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 to the Registrar for a license under sub-section (1) of Section 8.

(2) The memorandum of association of the proposed company shall be in Form No. INC. 13.

(3) The application under sub-rule (1) shall be accompanied by the following documents, namely--

(a) ²[the memorandum] and articles of association of the proposed company;

(b) the declaration ³[x x x x] by an Advocate, a Chartered Accountant, Cost Accountant or Co

S.24 License for existing companies.--

(1) A limited company registered under this Act or under any previous company law, with any of the objects specified in clause (a) of sub-section (1) of Section 8 and the restrictions and prohibitions as mentioned respectively in clause (b) and (c) of that sub-section, and which is desirous of being registered under Section 8, without the addition to its name of the word "Limited" or as the case may be, the words "Private Limited", shall make an application in Form No. INC. 12 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 to the Registrar for a licence under sub-section (5) of Section 8.

¹[(2) The application under sub-rule (1), shall be accompanied by the following details and documents, namely--

(a) the e-Memorandum of Association and e-Article of Association of the company;

(b) the declaration by an Advocate, a Chartered Accountant, Cost Accountant or Company Secretary in Practice, that the memorandum a

S.25 Conditions for conversion of a company registered under Section 8 into a company of any other kind.--

(1) A company registered under Section 8 which intends to convert itself into a company of any other kind shall pass a special resolution at a general meeting for approving such conversion.

(2) The explanatory statement annexed to the notice convening the general meeting shall set out in detail the reasons for opting for such conversion including the following, namely--

(a) the date of incorporation of the company;

(b) the principal objects of the company as set out in the memorandum of association;

(c) the reasons as to why the activities for achieving the objects of the company cannot be carried on in the current structure i.e. as a Section 8 company;

(d) if the principal or main objects of the company are proposed to be altered, what would be the altered objects and the reasons for the alteration;

(e) what are the privileges or concessions currently enjoyed by the company, such as tax exemptions, approvals for receiving donations or contr

S.26 Other conditions to be complied with by companies registered under Section 8 seeking conversion into any other kind.--

(1) The company shall, within a week from the date of submitting the application to the Regional Director, publish a notice at its own expense, and a copy of the notice, as published, shall be sent forthwith to the Regional Director and the said notice shall be in Form No. INC. 19 and shall be published--

(a) at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and having a wide circulation in that district, and at least once in English language in an English newspaper having a wide circulation in that district; and

(b) on the website of the company, if any, and as may be notified or directed by the Central Government.

(2) The company shall send a copy of the notice, simultaneously with its publication, together with a copy of the application and all attachments by registered post or hand delivery, to the Chief Commissioner of Income Tax having jurisdiction over th

S.27 Intimation to Registrar of revocation of licence issued under Section 8.--

Where the licence granted to a company registered under Section 8 has been revoked, the company shall apply to the Registrar in Form No. INC. 20 along with the fee to convert its status and change of name accordingly.

S.28 Declaration at the time of commencement of business.--

The declaration under Section 10-A by a director shall be in Form No.INC-20A and shall be filed as provided in the Companies (Registration Offices and Fees) Rules, 2014 and the contents of the said form shall be verified by a Company Secretary or a Chartered Accountant or a Cost Accountant, in practice:

Provided that in the case of a company pursuing objects requiring registration or approval from any sectoral regulators such as the Reserve Bank of India, Securities and Exchange Board of India, etc., the registration or approval, as the case may be from such regulator shall also be obtained and attached with the declaration.]

S.29 Declaration at the time of commencement of business.--

¹[x x x x]

S.30 Verification of registered office.--

(1) The verification of the registered office shall be filed in Form No.INC. 22 along with the fee, and

(2) There shall be attached to said Form, any of the following documents, namely--

(a) the registered document of the title of the premises of the registered office in the name of the company; or

(b) the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;

(c) the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and

(d) the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.

S.31 Active Company Tagging Identities and Verification (ACTIVE).--

(1) Every company incorporated on or before the 31st December, 2017 shall file the particulars of the company and its registered office, in e-Form ACTIVE (Active Company Tagging Identities and Verification) ²[on or before 15-06-2019].

Provided that any company which has not filed its due financial statements under Section 137 or due annual returns under Section 92 or both with the Registrar shall be restricted from filing e-Form ACTIVE, unless such company is under management dispute and the Registrar has recorded the same on the register:

Provided further that companies which have been struck off or are under process of striking off or under liquidation or amalgamated or dissolved, as recorded in the register, shall not be required to file e-Form ACTIVE:

Provided also that in case a company does not intimate the said particulars, the Company shall be marked as "ACTIVE-non-compliant" on or after ³[16th June], 2019 and shall be liable for ac

S.32 Physical verification of the Registered Office of the company.--

(1) The Registrar, based upon the information or documents made available on MCA 21, shall visit at the address of the registered office of the company and may cause the physical verification of the said registered office for the purposes of sub-section (9) of Section 12, in presence of two independent witness of the locality in which the said registered office is situated and may also seek assistance of the local Police for such verification, if required.

(2) The Registrar shall carry the documents as filed on MCA 21 in support of the address of the registered office of the company for the purposes of physical verification and to check the authenticity of the same by cross verification with the copies of supporting documents of such address collected during the said physical verification, duly authenticated from the occupant of the property whereat the said registered office is situated.

(3) The Registrar shall take a photograph of the registered office of the company

S.33 Publication of name by company.--

(1) Every company which has a website for conducting online business or otherwise, shall disclose/publish its name, address of its registered office, the Corporate Identity Number, Telephone number, fax number if any, email and the name of the person who may be contacted in case of any queries or grievances on the landing/home page of the said website.

(2) The Central Government may as and when required, notify the other documents on which the name of the company shall be printed.]

S.34 Notice and verification of change of situation of the registered office.--

The notice of change of the situation of the registered office and verification thereof shall be filed in Form No. INC. 22 along with the fee and shall be attached to the said form, the similar documents and manner of verification as are specified for verification of Registered office on incorporation in terms of sub-section (2) of Section 12.

S.35 Shifting of registered office within the same State.--

(1) An application seeking confirmation from the Regional Director for shifting the registered office within the same State from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies, shall be filed by the company with the Regional Director in Form No. INC. 23 along with the fee and ²[following details and documents],--

(a) Board Resolution for shifting of registered office;

(b) Special Resolution of the members of the company approving the shifting of registered office;

(c) a declaration given by the Key Managerial Personnel or any two directors authorised by the Board, that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof;

(d) a declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending;

(e) acknowledged co

S.36 Alteration of Memorandum by change of name.--

¹[(1) The change of name shall not be allowed to a company which has not filed annual returns or financial statements due for filing with the Registrar or which has failed to pay or repay matured deposits or debentures or interest thereon:

Provided that the change of name shall be allowed upon filing necessary documents or payment or repayment of matured deposits or debentures or interest thereon as the case may be.]

(2) An application shall be filed in Form No. INC. 24 along with the fee for change in the name of the company and a new certificate of incorporation in Form No. INC. 25 shall be issued to the company consequent upon change of name.

S.37 Shifting of Registered Office from one State or Union Territory to another State.--

(1) An application under sub-section (4) of Section 13, for the purpose of seeking approval for alteration of memorandum with regard to the change of place of the registered office from one State Government or Union Territory to another, shall be filed with the Central Government in Form No. INC. 23 along with the fee and shall be accompanied by the ²[following details and documents], namely--

(a) a copy of Memorandum of Association, with proposed alterations;

(b) a copy of the minutes of the general meeting at which the resolution authorising such alteration was passed, giving details of the number of votes cast in favour or against the resolution;

(c) a copy of Board Resolution or Power of Attorney or the executed Vakalatnama, as the case may be.

(2) There shall be ³[particulars of], a list of creditors and debenture holders, drawn up to the latest practicable date preceding the date of filing of application by not more than one mo

S.38

The certified copy of the order of the Central Government, approving the alteration of the memorandum for transfer of registered office of the company from one State to another, shall be filed in Form No. INC. 28 along with the fee as with the Registrar of the State within thirty days from the date of receipt of certified copy of the order.

S.39 Change of objects for which money is raised through prospectus.--

(1) Where the company has raised money from public through prospectus and has any unutilised amount out of the money so raised, it shall not change the objects for which the money so raised is to be applied unless a special resolution is passed through postal ballot and the notice in respect of the resolution for altering the objects shall contain the following particulars, namely--

(a) the total money received;

(b) the total money utilized for the objects stated in the prospectus;

(c) the unutilized amount out of the money so raised through prospectus;

(d) the particulars of the proposed alteration or change in the objects;

(e) the justification for the alteration or change in the objects;

(f) the amount proposed to be utilised for the new objects;

(g) the estimated financial impact of the proposed alteration on the earnings and cash flow of the company;

(h) the other relevant information which is necessary for the members to

S.40 Alteration of articles.--

(1) For effecting the conversion of a private company into a public company or vice versa, the application shall be filed in Form No. INC. 27 with fee.

¹[(2) subject to the provisions of sub-rule (1), for effecting the conversion of a public company into a private company, Service Request Number (SRN) of Form No. RD-1, pertaining to order of the Regional Director approving the alteration, shall be mentioned in Form No. INC-27 to be filed with Registrar along with fee together with the altered e-Memorandum of Association and e-Article of Association within fifteen days from the date of receipt of the order from the Regional Director.]

Explanation.-- For the purposes of this sub-rule, the term "competent authority" means, the Central Government.

S.41 Allotment of a new name to the existing company under Section 16(3) of the Act.--

(1) In case a company fails to change its name or new name, as the case may be, in accordance with the direction issued under sub-section (1) of Section 16 of the Act within a period of three months from the date of issue of such direction, the letters "ORDNC" (which is an abbreviation of the words "Order of Regional Director Not Complied"), the year of passing of the direction, the serial number and the existing Corporate Identity Number (CIN) of the company shall become the new name of the company without any further act or deed by the company, and the Registrar shall accordingly make entry of the new name in the register of companies and issue a fresh certificate of incorporation in Form No. INC-11C:

Provided that nothing contained in sub-rule (1) shall apply in case e-form INC-24 filed by the company is pending for disposal at the expiry of three months from the date of issue of direction by Regional Director, unless the said e-form is subsequently rejected.

(2) A

S.42 Copies of memorandum and articles, etc. to be given to members on request being made by them.--

A company shall on payment of fee, send a copy of each of the following documents to a member within seven days of the request being made by him--

(1) the memorandum;

(2) the articles;

(3) every agreement and every resolution referred to in subsection (1) of Section 117, if and so far as they have not been embodied in the memorandum and articles.

S.43 Service of documents.--

(1) A document may be served on a company or an officer thereof through electronic transmission.

(2) For the purposes of sub-rule (1), the term, "electronic transmission" means a communication--

(a) delivered by--

(i) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, which the company or the officer has provided from time to time for sending communications to the company or the officer respectively;

(ii) posting of an electronic message board or network that the company or the officer has designated for such communications, and which transmission shall be validly delivered upon the posting; or (iii) other means of electronic communication, in respect of which the company or the officer has put in place reasonable systems to verify that the sender is the person purporting to send the transmission; and

(b) that creates a record that is capable of retention, retrieval and rev

S.44 Integrated process for Incorporation.--

¹[x x x x]

S.45 Conversion of unlimited liability company into a limited liability company by shares or guarantee.--

(1) Without prejudice to any other provision in the Companies Act, for effecting the conversion of an unlimited liability company with or without share capital into limited liability company by shares or guarantee, such a company shall pass a special resolution in a general meeting and thereafter, an application shall be filed in Form No. INC-27 in the manner provided in sub-rules (2) and (3).

(2) The Company shall within seven days from the date of passing of the special resolution in a general meeting, publish a notice, in Form No. INC 27-A of such proposed conversion in two newspapers (one in English and one in vernacular language) in the district in which the registered office of the company is situate and shall also place the same on the website of the company, if any, indicating clearly the proposal of conversion of the company into a company limited by shares or guarantee, and seeking objections if any, from the persons interested in its affairs to such conversion and

S.46 Simplified Pro forma for Incorporating Company2[Electronically Plus (SPICE +)].--

(1) The application for incorporation of a company under this rule shall be in ³[SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32)] along with e-Memorandum of Association (e-MOA) in Form No. INC-33 and e-Articles of Association (e-AOA) in Form No. INC-34:

Provided that in case of incorporation of a company falling under Section 8 of the Act, ⁴[SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32)] shall be filed along with Form No. INC-13 (Memorandum of Association) and Form No. INC-31 (Articles of Association) as attachments.

⁵[Provided further that in case of incorporation of a company having more than seven subscribers or where any of the subscriber to the MOA/AOA is signing at a place outside India, MOA/AOA shall be filed with INC-32 (SPICe) in the respective formats as specified in Table A to J in Schedule I without filing form INC-33 and INC-34.]

(2) For the purp

S.47 Application for registration of the Goods and Service Tax Identification Number (GSTIN), Employees' State Insurance Corporation (ESIC) registration2[, Employees' Provident Fund Organisation (EPFO) Registration and Profession Tax Registration3[, Opening of Bank Account and Shops and Establishment Registration]].--

The application for incorporation of a company under Rule 38 shall be accompanied by e-form ⁴[AGILE-PROS] (INC-35) containing an application for registration of the following numbers, namely--

(a) GSTIN with effect from 31st March, 2019;

(b) EPFO with effect from 8th April, 2019;

⁵[(d) Profession Tax Registration with effect from the 23rd February, 2020;

(e) Opening Bank Account with effect from the 23rd February, 2020;

(f) Shops and Establishment Registration.]

S.48 Conversion of a company limited by guarantee into a company limited by shares.--

(1) A company other than a company registered under Section 25 of the Companies Act, 1956 or Section 8 of the Companies Act, 2013 may convert itself into a company limited by shares.

(2) The company seeking conversion shall have a share capital equivalent to the guarantee amount.

(3) A special resolution is passed by its members authorising such a conversion omitting the guarantee clause in its Memorandum of Association and altering the Articles of Association to provide for the articles as are applicable for a company limited by shares.

(4) A copy of the special resolution shall be filed with the Registrar of Companies in Form No. MGT-14 within thirty days from the date of passing of the same along with fee as prescribed in the Companies (Registration Offices and Fees) Rules, 2014.

(5) An application in Form No. INC-27 shall be filed with the Registrar of Companies within thirty days from date of the passing of the special resolution ²[along w

S.49 Application under sub-section (41) of Section 2 for change in financial year.--

(1) The application for approval of concerned Regional Director under sub-section (41) of Section 2, shall be filed in e-Form No.RD-1along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 and shall be accompanied by the following documents, namely--

(a) grounds and reasons for the application;

(b) a copy of the minutes of the board meeting at which the resolution authorising such change was passed, giving details of the number of votes cast in favour and or against the resolution;

(c) Power of Attorney or Memorandum of Appearance, as the case may be;

(d) details of any previous application made within last five years for change in financial year and outcome thereof along with copy of order.

(2) Where the Regional Director on examining the application, referred to in sub-rule (1), finds it necessary to call for further information or finds such application to be defective or incomplete in any respect, he shall g

S.50 Application under Section 14 for conversion of public company into private company.--

(1) An application under the second proviso to sub-section (1) of Section 14 for the conversion of a public company into a private company, shall, within sixty days from the date of passing of special resolution, be filed with Regional Director in e-Form No. RD-1 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 and shall be accompanied by the following documents, namely--

(a) ²[e-Memorandum of Association and e-Articles of Association], with proposed alterations including the alterations pursuant to sub-section (68) of Section 2;

(b) a copy of the minutes of the general meeting at which the special resolution authorising such alteration was passed together with details of votes cast in favour and or against with names of dissenters;

(c) a copy of Board resolution or Power of Attorney dated not earlier than thirty days, as the case may be, authorising to file application for such conversion;

(d) declara

S.51

Forms not included