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Published on: Jun 24, 2026

Companies Incorporation Rules - Fourth Amendment 2016

The Central Government on 1st October, 2016, amended the Companies Incorporation Rules and introduced the Companies (Incorporation) Fourth Amendment Rules, 2016. In this article, we look at some of the highlights of the Companies Incorporation Fourth Amendment Rules, 2016.

Conversion of Public Limited Company to Private Limited Company

In the Companies Incorporation Fourth Amendment Rules, 2016, sub-rule (2) of rule 33 has been modified. During the conversion of a public limited company to private limited company or vice versa, Form INC-27 must be filed for altering the articles of association (AOA). In sub-rule (2), the following was mandated with Form INC-27:

"A copy of order of the competent authority approving the alteration, shall be filed with the Registrar in Form No. INC.27 with fee together with the printed copy of the altered articles within fifteen days of the receipt of the order from the Central Government."

Amendment in Companies Incorporation FourthAmendment Rules, 2016:

"Subject to the provisions of sub-rule (1), for effecting the conversion of a public company into a private company, a copy of order of the Tribunal approving the alteration, shall be filed with the Registrar in Form No. INC-27 with fee together with the printed copy of the altered articles within fifteen days of the receipt of the order from the Tribunal".

Hence, the procedure for conversion of public limited company to private limited company or vice versa has been modified as above through the Companies Incorporation Fourth Amendment Rules, 2016.

Simplified Proforma for Incorporating Company Electronically (SPICe)

SPICe or INC-32 company incorporation was introduced through the Companies Incorporation Fourth Amendment Rules, 2016. SPICe or INC-32 company incorporation greatly simplifies the company registration process and allows for the filing of simple eMOA - electronic Memorandum of Association and eAOA - electronic Articles of Association.

INC-29 to be Discontinued

Post the introduction of SPICe or INC-32 incorporation form, INC-29 (Integrated Incorporation Form) is set to be withdrawn from1st November, 2016. Company incorporation from 1st November, 2016 can be done using only any of the following forms:

Conversion of Section 8 Company into a Company Limited by Shares

Procedure has now been provided for conversion of a Section 25 (as per Companies Act, 1956) or Section 8 Company limited by guarantee to a company limited by share capital.

Download Companies Incorporation Fourth Amendment Rules 2016

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Frequently Asked Questions

Common questions about Companies Incorporation Rules 2016 Amendment: Conversion & SPICe.

The main purpose of the Companies Incorporation Fourth Amendment Rules, 2016 is to amend certain provisions related to the incorporation of companies in India. It introduces changes such as simplifying the conversion process of a public limited company to a private limited company and vice versa, introducing a new form (SPICe) for electronic incorporation, and providing a procedure for converting a Section 8 company into a company limited by shares.
According to the amendment, for converting a public limited company to a private limited company or vice versa, a copy of the order from the Tribunal approving the alteration must be filed with the Registrar in Form No. INC-27, along with the fee and a printed copy of the altered articles of association, within 15 days of receiving the order from the Tribunal.
SPICe (Simplified Proforma for Incorporating Company electronically) is a new form introduced by the Companies Incorporation Fourth Amendment Rules, 2016. It allows for the electronic filing of the Memorandum of Association (eMOA) and Articles of Association (eAOA), thereby simplifying the company registration process.
After the introduction of SPICe (INC-32), the INC-29 (Integrated Incorporation Form) is set to be withdrawn from November 1, 2016. From that date onwards, company incorporation can be done using SPICe, INC-2 (One Person Company), or INC-7 (Incorporation of Company).
The Companies Incorporation Fourth Amendment Rules, 2016 provide a procedure for converting a Section 25 company (under the Companies Act, 1956) or a Section 8 company limited by guarantee into a company limited by share capital.
According to the amendment, a company has 15 days from the receipt of the Tribunal's order approving the alteration to file Form No. INC-27 with the Registrar, along with the fee and a printed copy of the altered articles of association.
After November 1, 2016, company incorporation can be done using any of the following forms: SPICe (Simplified Proforma for Incorporating Company electronically), INC-2 (One Person Company), or INC-7 (Incorporation of Company).
Yes, the Companies Incorporation Fourth Amendment Rules, 2016 specify that Form INC-27 must be filed with the Registrar along with the fee during the conversion process of a public limited company to a private limited company or vice versa.
Yes, the Companies Incorporation Fourth Amendment Rules, 2016 provide a procedure for converting a Section 25 company (under the Companies Act, 1956) or a Section 8 company limited by guarantee into a company limited by share capital.
The article mentions that the Companies Incorporation Fourth Amendment Rules, 2016 can be downloaded, but it does not provide a specific link or location. You may need to search for the official government website or publication to access the complete text of these rules.