Companies (Incorporation) Amendment Rules, 2023
Companies (Incorporation) Amendment Rules, 2023
On January 23, 2023, the Ministry of Corporate Affairs (MCA) introduced the Companies (Incorporation) Amendment Rules, 2023. According to the amendment, the name of the nominee for the owner of a One Person Company (OPC) must be mentioned in the memorandum of the OPC. The nomination details and the nominee’s consent should be submitted as a declaration in Form No. INC-32 (SPICe+). As per the Companies (Registration Offices and Fees) Rules, 2014, this form and the applicable fee should be filed with the Registrar during the incorporation process. The e-memorandum and e-articles of the company should also be submitted at that time.
Synopsis of Companies (Incorporation) Amendment Rules, 2023
Companies (Incorporation) Amendment Rules encompass various rules and also entail revisions to several forms, including the INC-3 One Person Company-Nominee Consent Form, INC-14 Declaration, INC-15 Declaration, and RD-GNL-5 Form for filing addendum for rectification of defects or incompleteness omitted.
Furthermore, modifications have been made to the following forms: RUN, INC-4, INC-6, INC-9, INC-12, INC-13, INC-18, INC-20, INC-20A, INC-22, INC-23, INC-24, INC-27, INC-28, INC-31, SPICE+ (INC-32), INC-33, INC-34, INC-35, and RD-1.
Amendments to Rule 3
Companies (Incorporation) Amendment Rules, 2023 substituted the following Rule 3:
The company is required to apply e-Form No. INC-6 for its conversion into a private or public company, excluding cases under section 8 of the Companies Act. The application must be accompanied by the prescribed fees as specified in the Companies (Registration Offices and Fees) Rules, 2014. Additionally, the company must submit the altered electronic Memorandum of Association (e-MOA) and electronic Articles of Association (e-AOA) along with the application.
Amendments to Rule 4 – Nominations by the Subscriber or Member of One Person Company
Rule 4 about the nomination by the subscriber or member of a One Person Company has been amended. The amendment explicitly addresses the nomination of an individual who will assume the position of the company’s member in case of the subscriber’s death or inability to enter into contracts.
Amendments to Rule 6: Simplifying Attachments for OPC Conversion
Rule 6 pertains to converting a One Person Company (OPC) into a public or private company. The recent amendments have resulted in a reduction in the number of attachments required for this conversion process.
Before the amendments, Rule 6 prescribed a certain set of attachments that needed to be submitted along with the application for the conversion of an OPC. However, the number of attachments has been reduced with the changes made.
Amendment to Rule 7 – New Requirement: NOC from Creditors for Conversion of Private Company to One Person Company
Rule 7, which deals with converting a private company into a One Person Company (OPC), has been amended to include a new requirement. The amendment now states that along with the necessary documents, a copy of the No Objection certificates (NOC) from every creditor must be submitted.
This means that when a private company wishes to convert itself into an OPC, it is now mandatory for the company to obtain a NOC from all its creditors. The NOC serves as proof that the creditors do not object to the conversion and have no outstanding dues or claims against the company.
Rule 19 – application process under Section 8 for new companies
Rule 19 focuses on the license application process under Section 8 for new companies with charitable objects and may contain specific amendments related to its provisions. This section is relevant for companies established with charitable objects and seeking to operate as non-profit organizations.
It is important to note that Rule 19 may have undergone specific amendments or modifications related to its provisions. These amendments could streamline the license application process, enhance transparency, or incorporate changes based on evolving legal and regulatory frameworks.
Rule 20 – License Application Process for Existing Companies under Section 8
Rule 20 is related to the license application process under Section 8, specifically for existing companies. This section applies to established and operating companies wishing to convert their structure or operations to function as non-profit entities with charitable objectives.
Rule 20 is designed to provide guidance and clarity on the steps and documentation needed for existing companies to apply for a license under Section 8
Rule 21 conditions for converting a Section 8 company
Rule 21 outlines the conditions for converting a company registered under Section 8 into a company of any other type.
The purpose of Rule 21 is to guide the process and requirements involved in converting a Section 8 company, a non-profit organization with charitable objectives, into a company of a different type.
This rule lays out the conditions that must be met for such a conversion.
Rule 22 – Additional conditions Section 8
Rule 22 delineates additional conditions that companies registered under Section 8 must adhere to when they intend to convert into any other type of company.
The purpose of Rule 22 is to provide further specifications and requirements that companies registered under Section 8 must fulfill while converting into a different type of company. These additional conditions are in addition to the general provisions outlined in Rule 21, which establishes the conditions for conversion.
Rule 28 – Process of shifting the registered office within the same state.
Rule 28 outlines a company’s procedures and requirements to shift its registered office from one location to another within the same state. This rule guides the steps and documentation involved in changing the registered office address while staying within the jurisdiction of the same state.
The purpose of Rule 28 is to ensure that the shifting of the registered office is conducted in compliance with the applicable legal and regulatory framework.
Rule 30 – Process of shifting the registered office
Rule 30 outlines a company’s procedures and requirements to shift its registered office from its current state or union territory to another state. This rule provides comprehensive guidance on the steps and documentation involved in effecting the change in the registered office address across state borders.
Rule 33 relates to the alteration of articles of a company.
Rule 33 outlines the procedures and requirements for making changes or alterations to the articles of association of a company. The purpose of Rule 33 is to guide the process and steps involved in modifying a company’s articles. This rule ensures that article alterations follow the applicable legal and regulatory framework.
Rule 37 Conversion of an unlimited liability company to a limited liability company
By the applicable regulations, Rule 37 outlines the procedures and requirements that an unlimited liability company must follow when it intends to convert itself into a limited liability company. This rule provides comprehensive guidance on the steps and documentation that affect the conversion from unlimited to limited liability.
Rule 39: Addresses the conversion of a company limited by guarantee into a company limited by shares.
Rule 39 outlines the procedures and requirements that a company limited by guarantee must adhere to when it intends to convert itself into a company limited by shares. This rule provides comprehensive guidance on the steps and documentation involved in effecting the conversion from a guarantee-based structure to a share-based structure.
Rule 40 the application filed under subsection (41) of section 2 for a change in the financial year.
Under the relevant regulations, Rule 40 outlines the procedures and requirements for filing an application seeking a change in the financial year as specified under subsection (41) of section 2. This rule guides the steps and documentation involved in effecting a change in a company’s financial year.
Rule 41 – Converting a Public company into a Private company
Rule 41 explicitly covers the application filed under section 14 for converting a public company into a private company.
Following the relevant regulations, Rule 41 outlines the procedures and requirements that a public company must adhere to when applying for conversion into a private company. This rule provides comprehensive guidance on the steps and documentation involved in effecting the transformation from a public to a private company.