Companies Act 2013 · Rules · G.S.R. 250(E)
Companies (Incorporation) Rules, 2014
The procedure for forming a company and for the main changes to it afterwards: name reservation, the SPICe+ incorporation form, One Person Companies, Section 8 licences, the registered office, change of name or objects, and conversion from one kind of company to another.
Last checked: 27 October 2026 against the Ministry of Corporate Affairs consolidated rules text.
| Notification | G.S.R. 250(E) dated 31 March 2014 · made for Chapter II of the Act |
|---|---|
| Act sections | 2, 3, 4, 7, 8, 10A, 12, 13, 14, 16, 18 |
| MCA forms | SPICe+ (INC-32), e-MoA (INC-33), e-AoA (INC-34), AGILE-PRO-S (INC-35), INC-3, INC-4, INC-6, INC-12, INC-20A, INC-22, INC-22A (ACTIVE), INC-23, INC-24, INC-27, INC-28, RD-1 |
| Latest amendment | Companies (Incorporation) Amendment Rules, 2024 The latest amendment shown in MCA's consolidated text. Its date and G.S.R. number are not shown there. In April 2026 MCA also published a draft Companies (Incorporation) Amendment Rules, 2026 for comments. As of 27 October 2026 we found no notified final version. Source: MCA consolidated text · 31 amending notifications shown in MCA's text |
The rules, one by one
Rule numbers and headings follow MCA's consolidated text. Rule 1 (short title) and rule 2 (definitions) are left out unless they matter in practice. The notes are a plain-English guide, not the rule text.
| Rule | Heading | What it says |
|---|---|---|
| 3 | One Person Company | Only a natural person who is an Indian citizen, resident or not, can form an OPC or be its nominee. A person can be a member of only one OPC. |
| 4 | Nomination by the subscriber or member of an OPC | The nominee's name goes in the memorandum and the consent is given in SPICe+. A change of nominee is filed in INC-4. |
| 6 | Conversion of OPC into a public or private company | An OPC may convert voluntarily (Form INC-6). The old compulsory conversion on crossing capital or turnover limits was removed in 2021. |
| 7 | Conversion of private company into OPC | A private company with one member (or reducing to one) may convert by special resolution and Form INC-6. |
| 8 | Names which resemble too nearly an existing company | Names identical to or too similar to an existing company, LLP or trade mark are not allowed. Rules 8A and 8B cover undesirable names and trade mark conflicts. |
| 9 | Reservation of name or change of name | A name is reserved through the RUN web service or SPICe+ Part A: 20 days for a new company, 60 days for a change of name. |
| 9A | Extension of reservation of name | The reservation period can be extended on payment of the prescribed fee. |
| 10 | Articles containing entrenchment provisions | Notice of entrenchment provisions is filed with the Registrar in Form MGT-14. |
| 11 | Model articles | The model articles are in Tables F to J of Schedule I to the Act. |
| 12 | Application for incorporation | Incorporation is filed in SPICe+ (INC-32) with the e-memorandum (INC-33) and e-articles (INC-34). |
| 13 | Signing of memorandum and articles | Explains how subscribers sign the memorandum and articles, including a subscriber who cannot sign. |
| 14 | Declaration by professionals | The professional engaged in the formation certifies compliance (declaration in SPICe+). |
| 15 | Declaration by subscribers and first directors | Subscribers and first directors declare they are not convicted or found guilty of fraud and that the papers are correct. |
| 16 | Particulars of subscribers | Lists the identity and address particulars to be given for each subscriber. |
| 17 | Particulars of first directors and their consent | First directors' particulars and consent are given in SPICe+. |
| 18 | Certificate of incorporation | The certificate of incorporation is issued with the CIN, and a PAN and TAN are allotted with it. |
| 19 | Licence under section 8 for new companies | A new Section 8 (non-profit) company applies for its licence through SPICe+. |
| 20 | Licence for existing companies | An existing company applies in Form INC-12 to become a Section 8 company. |
| 21 | Conditions for conversion of a section 8 company | Conditions for a Section 8 company converting into another kind of company. |
| 22 | Other conditions for section 8 conversion | Procedure for that conversion, including the application to the Regional Director. |
| 23 | Intimation of revocation of section 8 licence | Procedure when the Central Government revokes a Section 8 licence. |
| 23A | Declaration at the time of commencement of business | A company with share capital files Form INC-20A within 180 days of incorporation, confirming subscribers have paid for their shares (section 10A). |
| 24 | Notice and verification of change of situation of registered office | Notice of the registered office address is filed in INC-22. |
| 25 | Verification of registered office | Documents that prove the registered office address. |
| 25A | Active Company Tagging Identities and Verification (ACTIVE) | The one-time ACTIVE e-form (INC-22A). A company that did not file it was marked 'ACTIVE non-compliant'. |
| 25B | Physical verification of the registered office | The Registrar may physically verify the registered office and act if the company is not carrying on business there. |
| 26 | Publication of name by company | The name, registered office, CIN, phone, email and website must appear on business letters, bill heads and similar papers. |
| 27 | Change of registered office | A change of registered office is notified to the Registrar in INC-22. |
| 28 | Shifting of registered office within the same State | A move to another Registrar's jurisdiction in the same State needs the Regional Director's confirmation (INC-23). |
| 29 | Change of name | A change of name is approved by the Registrar (INC-24) after a special resolution. |
| 30 | Shifting registered office from one State to another | A move to another State needs Regional Director approval on an application in INC-23. |
| 31 | Certified copy of Central Government's order | The approval order is filed with the Registrar in INC-28. |
| 32 | Change of objects where money was raised through prospectus | Notice to shareholders, newspaper advertisement and the exit option for dissenting shareholders. |
| 33 | Alteration of articles | Includes conversion of a private company into a public company and vice versa (INC-27). |
| 33A | Allotment of a new name under section 16(3) | If the company does not comply with a direction to change its name, the Registrar allots a new name. |
| 34 | Copies of memorandum and articles to members | Copies of the memorandum and articles must be supplied to members on request, against the prescribed fee. |
| 35 | Service of documents | Explains how documents may be served on a company. |
| 36 | Integrated process for incorporation | The integrated process through SPICe+. |
| 37 | Conversion of unlimited company into limited company | Procedure for converting an unlimited company into one limited by shares or guarantee. |
| 38 | SPICe+ | SPICe+ (INC-32) is the single form for name, incorporation, DIN, PAN, TAN and other registrations. |
| 38A | Registration of GSTIN, ESIC, EPFO and others | AGILE-PRO-S (INC-35) is filed with SPICe+ for GSTIN, EPFO, ESIC, profession tax and a bank account. |
| 39 | Conversion of guarantee company into company limited by shares | |
| 40 | Application for change in financial year under section 2(41) | A company wanting a financial year other than April-March (for example, a group requirement abroad) applies to the Tribunal. |
| 41 | Conversion of public company into private company (section 14) | The application to the Regional Director is made in Form RD-1. |
Related
- Documents for private limited company registration
- Section 8 company exemptions
- Company registration problems and solutions
- All Companies Rules · Companies Act 2013 ready reckoner
Other rules explained in detail: Share Capital and Debentures Rules · Acceptance of Deposits Rules · Management and Administration Rules · Accounts Rules · Audit and Auditors Rules · Appointment and Qualification of Directors Rules · Meetings of Board and its Powers Rules
Sources: Ministry of Corporate Affairs, Acts & Rules e-book (consolidated rules with amendment notes), and the Gazette of India notifications named on this page. This page is a plain-English guide, not the text of the rules. Check the current rule on the MCA portal before relying on it.