MCA Issues Draft Companies (Incorporation) Amendment Rules, 2026.

The Ministry of Corporate Affairs (“MCA”) vide a public notice dated 08.04.2026 (“Public Notice”)¹, has issued draft Companies (Incorporation) Amendment Rules, 2026 (“Draft Amendment Rules”), proposing amendments to the Companies (Incorporation) Rules, 2014 (“Incorporation Rules”).

Key changes proposed by the Draft Amendment Rules are as follows:

1. Consolidation of E-Forms: Several existing incorporation related e-forms into two simplified forms. Forms relating to changes in registered office and company name, including INC-4, INC-22, INC 23 and INC-24, are proposed to be merged into a single form titled “E-CHNG.” Forms relating to conversions, approvals and orders, including INC-6, INC-18, INC-12, INC-20, INC-27, RD-1 and INC 28, are proposed to be merged into a single form titled “E-CON.”
2. Relaxation for One Person Companies (“OPCs”): The requirement of submitting an affidavit by directors for conversion into an OPC is proposed to be removed, and the criminal liability provision applicable to OPCs is proposed to be omitted.
3. Reforms to Name Reservation: Rule 8 is proposed to be redrafted in simpler and clearer language, taking into account international practices. Rule 8A is proposed to be substituted to provide clarity on trademark related objections. In addition, a proviso is proposed to be inserted in Rule 9A to allow Applicants to withdraw reserved names before incorporation or change of name.
4. Simplification of Incorporation Documentation: The KYC and document requirements for subscribers are proposed to be simplified, and Rule 17, which currently requires filing of Form DIR-12 for first directors, is proposed to be omitted since such information is already captured in the SPICe+ form.
5. Changes for Section 8 Companies: In relation to companies licensed under Section 8 of the Companies Act, 2013, the draft proposes to streamline the documentation required for licence applications by removing requirements such as attaching the memorandum and articles of association and providing estimates of future income and expenditure. Further, the rules are proposed to be amended to permit conversion of a Section 8 company limited by guarantee into a Section 8 company limited by shares, which is currently not permitted.
6. New Provision for Deceased Subscribers: A new rule is proposed to address situations where a subscriber to the memorandum dies before paying for the shares subscribed at the time of incorporation. In such cases, the legal representative of the deceased subscriber will be liable to pay the unpaid amount and, upon payment, will assume the rights and obligations of the original subscriber.
7. Registered Office related documents: The rules will specifically recognise different types of premises, including owned, leased or rented premises, co working spaces, and premises located in Special Economic Zones. The range of acceptable documents is proposed to be expanded to include documents such as title deeds, property tax receipts, municipal records, allocation letters, and recent utility bills.
8. Flexibility in Physical Verification: The Registrar will be empowered to carry out verification through an authorised person, in the presence of two local witnesses and with police assistance if required, based on a risk-based approach rather than mandatory visits in all cases.
9. Changes to Shifting of Registered Office: Companies will be permitted to serve notices to stakeholders and regulators through speed post or e-mail. Further, shifting may be permitted in certain cases even where inquiries or investigations are pending, subject to appropriate undertakings, and in insolvency resolution cases where defaults relate to a period prior to change in management.
10. Liberalisation of Director Identification Number (“DIN”) allotment and Director appointment: The cap on the number of directors for whom DIN can be applied at incorporation is proposed to be increased from 3 to 5. In addition, consent of individuals who are also subscribers to act as directors will be deemed to have been given, and consent of other proposed directors may be obtained through OTP-based authentication.
11. AGILE-PRO-S/ INC 35: The form will continue to facilitate multiple registrations (GSTIN, EPFO, ESIC, Profession Tax, Shops and Establishment, and bank account opening), however, obtaining EPFO, ESIC and bank account through this route will be optional, allowing companies to obtain such registrations at a later stage based on business requirements.

The MCA has invited suggestions and comments from stakeholders on the Draft Amendment Rules which may be submitted through the e-Consultation Module available on MCA’s website latest by 09.05.2026.

Footnote

1. MCA issues draft Companies (Incorporation) Amendment Rules, 2026.

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