India: The Companies (Incorporation) Amendment Rules, 2016 Is All Spice

Last Updated: 2 February 2017
Article by S.S. Rana & Co. Advocates

 The year 2016 concluded with The Ministry of Corporate Affairs making amendments to the Companies (Incorporation) Rules, 2014 by notifying the Companies (Incorporation) Fifth Amendment Rules, 2016. These Rules became effective on January 1, 2017. The Fifth Amendment Rules made several Revisions in the Companies (Incorporation) Rules, 2014 with the view of making effective the Simplified Proforma for Incorporation of Companies Electronically (SPICe) that was introduced by the Ministry in October, 2016. These revisions revisions were made with a vision of promoting ease of doing business and incorporating companies in India. The thrust of the incorporation rules have diametrically shifted from P to E (Hyperlink:

Major Highlights

  • Rule 4 of the Incorporation Rules, 2014 applies to One Person Companies (OPC) where subscriber to the Memorandum of an OPC shall nominate a person who shall become a member of the OPC in event of the subscriber's demise or incapacity to contract. The name of the nominee shall be duly mentioned in the Memorandum of the OPC. After this Fifth Amendment in the Rules, such nomination shall be filed in Form INC-321 (SPICe) along with the nominee's consent in Form INC-32.
  • Rule 10 of the amended rules stipulate that when Articles contain entrenchment provisions, the company shall notify the Registrar of any such entrenchment provision in Form INC-73 or INC-32 (SPICe)4 along with the prescribed fee at the time of Incorporation of the Company. However, the rule regarding existing companies shall remain same and the filings can be done in Form MGT 145 within thirty days of the date of entrenchment of Articles with the prescribed fee.
  • Rule 12 has been expanded in scope and now states that an application shall be filed with the registrar in Form INC 76 (Part I Company with more than seven subsidiaries) and Form INC 32 (SPICe)7.
  • Rule 36, of the Incorporation Rules that introduced the Integrated Process for Incorporation has been removed. This rule was introduced by the Companies (Incorporation) Amendment Rules, 2015 for the purpose of simplifying the filing of forms for incorporation of a Company. The Companies (Incorporation) Forth Amendment Rules, 2016 had introduced Rule 38, unveiling the SPICe Rules. The Fifth Amendment provides that in case of incorporation of Section 8 Company8, Form INC 329 shall be filed along with Form INC 13 (MoA)10 and Form INC 31 (AoA)11 as attachments. As under this rule application for Director Identification Number (for up to three directors), reservation of a name, incorporation of a company, reservation of a name for OPC, Private Company, Public Company, and Section 8 Company shall be filed in Form INC 32 (SPICe)12 with the concerned registrar with a fee of INR 500 in addition to the fee prescribed in the Companies (Registration of Offices and Fees) Rules, 2015.
  • Further, the Fifth Amendment Rules, in order to go paperless and digital, prescribes that a promoter or an applicant of the proposed company shall propose only one name in Form INC 32 (SPICe). Additionally, now subscribers, witness, or witnesses, shall affix their Digital Signatures to the Memorandum of Association and Articles of Association.
  • Now, a company adhering to these Rules to incorporate a company shall furnish a verification of their registered under Section 12 (2)13 of the Act by filing Form INC 3214. Form INC 3215 shall not be required to be filed in case the proposed company maintains its registered office as the given corresponding address. Form INC 216 will be omitted from the principal Rules.


The Ministry of Corporate Affairs had in a trail of amendments in the year 2016 made way for easy incorporation procedures by introducing the SPICe Rules and now by bringing forth the Fifth Amendment Rules that substantially reduces the time in readying the incorporation documents. Therefore, a company can now be incorporated in much lesser time.


 1 Form INC 32 deals with a single form for the reservation of name, incorporation of a new company or for allotment of DIN. It is supported by documents such as details of directors and subscribers, MoA and AoA etc.

2 Form INC 3 is the nominee consent form for a One Person Company. This is a non e form.

3 Form INC 7 is an application form for incorporation of a company other than a one person company.

4 Supra note 1.

5 A company or liquidator has to file with the concerned RoC certain resolutions and agreements. These are to be filed after being passed at the meeting of the Board / Shareholders / Creditors of the company. The particulars of such resolutions or / and agreement are to be filed through this eForm.

6 Supra note 3.

7 Supra note 1.

8 This Section deals with incorporation of Not for Profit Companies in India under the Companies Act, 2013.

9 Supra note 1.

10 MOA of Section 8 company registration (previously called section 25 company) has been prescribed in form INC-13 by the companies act 2013 followed by rule 19 sub rule 2 of companies incorporation rule 2014.

11 INC -31 was introduced to choose a pre-drafted Articles of Association.

12 Supra note 1.

13 This Section of the Companies Act, 2013 prescribes that a company shall furnish to the Registrar the verification details of its registered office within thirty days of its incorporation in the prescribed manner.

14 Supra note 1.

15 Supra note 1

16The erstwhile form prescribed the filing for registration of a One Person Company.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

S.S. Rana & Co. Advocates
In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.