2.1.38- Companies (Incorporation) Fourth Amendment Rules, 2016

(1) The application for incorporation of a company under this rule shall be in SPICE+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32 Substituted vide the Companies (Incorporation) Amendment Rules, 2023 dated 19.01.2023 w.e.f., 23.01.2023. To view the Notification, Click Here. To view the return, Click Here Substituted vide the Companies (Incorporation) Amendment Rules, 2020 dated 18.02.2020 w.e.f., 23.02.2020. To view the Notification, Click Here. Substituted vide Companies (Incorporation) Amendment Rules, 2020 dated 06.02.2020 w.e.f. 15.02.2020. To view the return,Click Here FORM No. INC-32 (SPICe) Form INC 32 (SPICe) substituted vide the Companies (Incorporation) Amendment Rules, 2017. Further substituted vide the Companies (Incorporation) Amendment Rules, 2018 w.e.f., 26.01.2018. Further substituted  with SPICe+(Simplified Proforma for Incorporating company Electronically Plus: INC-32) w.e.f. 15-02-2020). To view the notification, Click Here and To view the return, Click Here along with e- Memorandum of Association (e-MOA) in Form No.INC-33 Substituted vide the Companies (Incorporation) Amendment Rules, 2023 dated 19.01.2023 w.e.f., 23.01.2023. To view the Notification, Click Here. To view the return, Click Here To view the return,Click Here and e-Articles of Association (e-AOA) in Form no INC-34 Substituted vide the Companies (Incorporation) Amendment Rules, 2023 dated 19.01.2023 w.e.f., 23.01.2023. To view the Notification, Click Here. To view the return, Click Here To view the return,Click Here

Provided that in case of incorporation of a company falling under section 8 of the Act,  SPICE+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32 Substituted vide the Companies (Incorporation) Amendment Rules, 2023 dated 19.01.2023 w.e.f., 23.01.2023. To view the Notification, Click Here. To view the return, Click Here Substituted vide Vide Companies (Incorporation) Amendment Rules, 2020 dated 06.02.2020 w.e.f. 15.02.2020. To view the return,Click HereFORM No. INC-32 (SPICe)1. Form INC 32 (SPICe) substituted vide the Companies (Incorporation) Amendment Rules, 2017. 2. Further substituted vide the Companies (Incorporation) Amendment Rules, 2018 w.e.f., 26.01.2018.

3. Further substituted  with SPICe+(Simplified Proforma for Incorporating company Electronically Plus: INC-32) w.e.f. 15-02-2020).

To view the notificationClick Here and To view the return,Click Here shall be filed along with Form No.INC-13 Substituted vide the Companies (Incorporation) Amendment Rules, 2023 dated 19.01.2023 w.e.f., 23.01.2023. To view the Notification, Click Here. To view the return, Click Here To view the return,Click Here (Memorandum of Association) and Form No. INC-31 Substituted vide the Companies (Incorporation) Amendment Rules, 2023 dated 19.01.2023 w.e.f., 23.01.2023. To view the Notification, Click Here To view the return, Click Here To view the return,Click Here (Articles of Association) as attachments.

Provided further thatInserted vide the Companies (Incorporation) Amendment Rules, 2018 dated 20.01.2018 to be effective from 26.01.2018. To view the Notification, Click Here in case of incorporation of a company having more than seven subscribers or where any of the subscriber to the MOA/AOA is signing at a place outside India, MOA/AOA shall be filed with SPICE+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32 Substituted vide the Companies (Incorporation) Amendment Rules, 2023 dated 19.01.2023 w.e.f., 23.01.2023. To view the Notification, Click Here. To view the return, Click Here Substituted vide Vide Companies (Incorporation) Amendment Rules, 2020 dated 06.02.2020 w.e.f. 15.02.2020. To view the return,Click Here INC-32 (SPICe) in the respective formats as specified in Table A to J in Schedule I without filing form INC-33 and INC-34.

(2) For the purpose of sub-rule (1), the application for allotment of Director Identification Number upto three Directors, reservation of a name, incorporation of company and appointment of Directors of the proposed for One Person Company, private company, public company and a company falling under section 8 of the Act, shall be filed in SPICE+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32 Substituted vide the Companies (Incorporation) Amendment Rules, 2023 dated 19.01.2023 w.e.f., 23.01.2023. To view the Notification, Click Here. To view the return, Click Here Substituted vide the Companies (Incorporation) Amendment Rules, 2020 dated 18.02.2020 w.e.f., 23.02.2020. To view the Notification, Click Here. Substituted vide Vide Companies (Incorporation) Amendment Rules, 2020 dated 06.02.2020 w.e.f. 15.02.2020. To view the return,Click Here FORM No. INC-32 (SPICe)1. Form INC 32 (SPICe) substituted vide the Companies (Incorporation) Amendment Rules, 2017. 2. Further substituted vide the Companies (Incorporation) Amendment Rules, 2018 w.e.f., 26.01.2018.

3. Further substituted  with SPICe+(Simplified Proforma for Incorporating company Electronically Plus: INC-32) w.e.f. 15-02-2020).

To view the notificationClick Here and To view the return,Click Here, with the Registrar, within whose jurisdiction the registered office of the company is proposed to be situated along with the fee of rupees five hundred in addition to the registration fee as specified in the Companies (Registration of Offices and Fees) Rules,2014.

Provided that where an application has applied for reservation of a name under Rule 9 and which has been approved therein, he may fill the reserved name as proposed name of the company.

Provided further that Inserted vide the Companies (Incorporation) Amendment Rules, 2018 dated 20.01.2018 to be effective from 26.01.2018. To view the Notification, Click Here in case of companies incorporated, with effect from the 26th day of January, 2018, with a nominal capital of less than or equal to rupees fifteen lakhsSubstituted vide the Companies (Incorporation) Second Amendment Rules, 2019 dated 06.03.2019 w.e.f., 18.03.2019. To view the Notification, Click Here. equal to rupees ten lakhs or in respect of companies not having a share capital whose number of members as stated in the articles of association does not exceed twenty, fee on SPICE+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32 Substituted vide the Companies (Incorporation) Amendment Rules, 2023 dated 19.01.2023 w.e.f., 23.01.2023. To view the Notification, Click Here. To view the return, Click Here Substituted vide the Companies (Incorporation) Amendment Rules, 2020 dated 18.02.2020 w.e.f., 23.02.2020. To view the Notification, Click Here. Substituted Vide Companies (Incorporation) Amendment Rules, 2020 dated 06.02.2020 w.e.f. 15.02.2020. To view the Notification, Click Here To view the forms, Click Here INC-32 (SPICe) shall not be applicable.

(3) For the purpose of filing SPICe Form, the particulars of maximum of three directors shall be allowed to be filled in SPICE+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32 Substituted vide the Companies (Incorporation) Amendment Rules, 2023 dated 19.01.2023 w.e.f., 23.01.2023. To view the Notification, Click Here. To view the return, Click Here Substituted vide the Companies (Incorporation) Amendment Rules, 2020 dated 18.02.2020 w.e.f., 23.02.2020. To view the Notification, Click Here. Substituted vide Vide Companies (Incorporation) Amendment Rules, 2020 dated 06.02.2020 w.e.f. 15.02.2020. To view the return,Click Here FORM No. INC-32 (SPICe)1. Form INC 32 (SPICe) substituted vide the Companies (Incorporation) Amendment Rules, 2017. 2. Further substituted vide the Companies (Incorporation) Amendment Rules, 2018 w.e.f., 26.01.2018.

3. Further substituted  with SPICe+(Simplified Proforma for Incorporating company Electronically Plus: INC-32) w.e.f. 15-02-2020).

To view the notificationClick Here and To view the return,Click Here, and allotment of Director Identification Number of maximum of three proposed directors shall be permitted in  SPICE+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32 Substituted vide the Companies (Incorporation) Amendment Rules, 2023 dated 19.01.2023 w.e.f., 23.01.2023. To view the Notification, Click Here. To view the return, Click Here Substituted vide the Companies (Incorporation) Amendment Rules, 2020 dated 18.02.2020 w.e.f., 23.02.2020. To view the Notification, Click Here. Substituted Vide Companies (Incorporation) Amendment Rules, 2020 dated 06.02.2020 w.e.f. 15.02.2020. To view the Notification, Click Here To view the forms, Click HereForm No INC-32 (SPICe)Form INC 32 (SPICe) substituted vide the Companies (Incorporation) Amendment Rules, 2017. To view the notificationClick Here and To view the return,Click Here in case of proposed directors not having approved Director Identification Number.

(4) The promoter or applicant of the proposed company shall propose only one name in SPICE+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32 Substituted vide the Companies (Incorporation) Amendment Rules, 2023 dated 19.01.2023 w.e.f., 23.01.2023. To view the Notification, Click Here. To view the return, Click Here Substituted vide the Companies (Incorporation) Amendment Rules, 2020 dated 18.02.2020 w.e.f., 23.02.2020. To view the Notification, Click Here. Substituted vide Vide Companies (Incorporation) Amendment Rules, 2020 dated 06.02.2020 w.e.f. 15.02.2020. To view the return,Click Here FORM No. INC-32 (SPICe) 1. Form INC 32 (SPICe) substituted vide the Companies (Incorporation) Amendment Rules, 2017.

2. Further substituted vide the Companies (Incorporation) Amendment Rules, 2018 w.e.f., 26.01.2018.

3. Further substituted  with SPICe+(Simplified Proforma for Incorporating company Electronically Plus: INC-32) w.e.f. 15-02-2020).

To view the notificationClick Here and To view the return,Click Here.

(5) The promoter or applicant of the proposed company shall prepare Memorandum of Association (e-MOA) in Form No.INC-33 Substituted vide the Companies (Incorporation) Amendment Rules, 2023 dated 19.01.2023 w.e.f., 23.01.2023. To view the Notification, Click Here. To view the return, Click Here To view the return,Click Here and Articles of Association (e-AOA) in Form No INC-34 Substituted vide the Companies (Incorporation) Amendment Rules, 2023 dated 19.01.2023 w.e.f., 23.01.2023. To view the Notification, Click Here. To view the return, Click Here To view the return,Click Here in accordance with rule 13

Provided that the subscribers and witness or witnesses shall affix their digital signatures to the e-MOA and e-AOA.

(6) For incorporation using application as provided in this rule, provisions of the sub-clause (i) of sub-section (5) of section 4 of the Act, rule 9, and clause (a) of sub-rule (1) of rule 16 to the extent of affixing recent photograph shall not apply.

(7) A company using the provisions of this rule may furnish verification of its registered office under sub-section (2) of section 12 of the Act by filing SPICE+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32 Substituted vide the Companies (Incorporation) Amendment Rules, 2023 dated 19.01.2023 w.e.f., 23.01.2023. To view the Notification, Click Here. To view the return, Click Here Substituted vide the Companies (Incorporation) Amendment Rules, 2020 dated 18.02.2020 w.e.f., 23.02.2020. To view the Notification, Click Here. Substituted vide Vide Companies (Incorporation) Amendment Rules, 2020 dated 06.02.2020 w.e.f. 15.02.2020. To view the return,Click Here FORM No. INC-32 (SPICe)1. Form INC 32 (SPICe) substituted vide the Companies (Incorporation) Amendment Rules, 2017. 2. Further substituted vide the Companies (Incorporation) Amendment Rules, 2018 w.e.f., 26.01.2018.

3. Further substituted  with SPICe+(Simplified Proforma for Incorporating company Electronically Plus: INC-32) w.e.f. 15-02-2020).

To view the notificationClick Here and To view the return,Click Here in which case the company shall attach with such SPICE+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32 Substituted vide the Companies (Incorporation) Amendment Rules, 2023 dated 19.01.2023 w.e.f., 23.01.2023. To view the Notification, Click Here. To view the return, Click Here Substituted vide the Companies (Incorporation) Amendment Rules, 2020 dated 18.02.2020 w.e.f., 23.02.2020. To view the Notification, Click Here. Substituted Vide Companies (Incorporation) Amendment Rules, 2020 dated 06.02.2020 w.e.f. 15.02.2020. To view the Notification, Click Here To view the forms, Click Here

FORM No. INC-32 (SPICe)1. Form INC 32 (SPICe) substituted vide the Companies (Incorporation) Amendment Rules, 2017.

2. Further substituted vide the Companies (Incorporation) Amendment Rules, 2018 w.e.f., 26.01.2018. 3. Further substituted  with SPICe+(Simplified Proforma for Incorporating company Electronically Plus: INC-32) w.e.f. 15-02-2020).

To view the notificationClick Here and To view the return,Click Here, any of the documents referred to in sub-rule (2) of rule 25

(8) Form No.INC-22 Substituted vide the Companies (Incorporation) Amendment Rules, 2023 dated 19.01.2023 w.e.f., 23.01.2023. To view the Notification, Click Here. To view the return, Click Here To view the return,Click Here shall not be required to be filed in case the proposed company maintains its registered office at the given correspondence address.

(9)(a) Where the Registrar, on examining SPICE+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32 Substituted vide the Companies (Incorporation) Amendment Rules, 2023 dated 19.01.2023 w.e.f., 23.01.2023. To view the Notification, Click Here. To view the return, Click Here Substituted vide the Companies (Incorporation) Amendment Rules, 2020 dated 18.02.2020 w.e.f., 23.02.2020. To view the Notification, Click Here. Substituted vide Vide Companies (Incorporation) Amendment Rules, 2020 dated 06.02.2020 w.e.f. 15.02.2020. To view the return,Click Here FORM No. INC-32 (SPICe)1. Form INC 32 (SPICe) substituted vide the Companies (Incorporation) Amendment Rules, 2017. 2. Further substituted vide the Companies (Incorporation) Amendment Rules, 2018 w.e.f., 26.01.2018.

3. Further substituted  with SPICe+(Simplified Proforma for Incorporating company Electronically Plus: INC-32) w.e.f. 15-02-2020).

To view the notificationClick Here and To view the return,Click Here, finds that it is necessary to call for further information or finds such application or document to be defective or incomplete in any respect, he shall give intimation to the applicant to remove the defects and re-submit the e-form within fifteen days from  the date of such intimation given by the Registrar

(b) After the re-submission of the document, if the registrar still finds that the document is defective or incomplete in any respect, he shall give one or more opportunity of fifteen days to remove such defects or deficiencies.

Provided that the total period for re-submission of the documents shall not exceed thirty days.

(10) The Certificate of Incorporation of company shall be issued by the Registrar in Form No. INC-11Form INC 11 substituted vide the Companies (Incorporation) Amendment Rules, 2017. To view the notificationClick Here and To view the return,Click Here

38.  Simplified Proforma for Incorporating Company Electronically (SPICE)  inserted vide  The Companies (Incorporation) fourth Amendment Rules ,2016 To view the notification,Click Here

(1) The simplified integrated process for incorporation of a company in Form No. INC 32To view the return,Click Here alongwith e-Memorandum of Association in Form No. INC 33To view the return,Click Here  and Article of Association in Form No. INC 34To view the return,Click Here.

(2) The provisions of sub-rule (2) to sub-rule (13) of rule 36 shall apply mutatis mutandis for incorporation under this rule.

Provided that for the purposes of references to Form numbers INC.29E-Form INC-29 (Integrated Incorporation Form) has been withdrawn by MCA. Use SPICe (Simplified Proforma for Incorporating Company electronically), INC-2 (One Person Company), or INC-7 (Incorporation of Company) e-Forms, as applicable, INC- 30 and INC-31 in rule 36 with Form No. INC 32To view the return,Click Here, Form No. INC 33To view the return,Click Here and Form No. INC 34To view the return,Click Here shall be substituted respectively.

(Effective from 2nd October, 2016)

38A.Inserted vide, the Companies (Incorporation) Third Amendment Rules, 2019 dated 29.03.2019. To view the Notification, Click Here. Application for registration of Goods and Service Tax Identification Number (GSTIN), Employee State Insurance Corporation (ESIC) registration and Employees’ Provident Fund Organisation (EPFO) Registration, Employees Provident Fund organisation (EPFO) Registration and Profession Tax Registration, Opening of Bank Account and Shops and Establishment Registration and Opening of Bank Account1. The words -and Opening of Bank Account vide Companies (Incorporation) Fourth Amendment Rules, 2021 dated 07.06.2021. To view the notification, Click Here

2.  Substituted vide the Companies (Incorporation) Amendment Rules, 2020 dated 18.02.2020 w.e.f., 23.02.2020. To view the Notification, Click Here.

3. Inserted Vide Companies (Incorporation) Amendment Rules, 2020 dated 06.02.2020 w.e.f. 15.02.2020. To view the Notification, Click Here

The application for incorporation of a company under rule 38 shall be accompanied by Form AGILE-PRO-S AGILE-PRO Substituted vide the Companies (Incorporation) Amendment Rules, 2023 dated 19.01.2023 w.e.f., 23.01.2023. To view the Notification, Click Here. To view the return, Click Here The the letters AGILE-PRO vide Companies (Incorporation) Fourth Amendment Rules, 2021 dated 07.06.2021. To view the notification, Click Here Substituted vide the Companies (Incorporation) Amendment Rules, 2020 dated 18.02.2020 w.e.f., 23.02.2020. To view the Notification, Click Here. Substituted vide Companies (Incorporation) Amendment Rules, 2020 dated 06.02.2020 w.e.f. 15.02.2020. To view the Notification, Click Here To view the return,Click Here e-form AGILE (INC-35)To view the Return, Click Here. containing an application for registration of the following numbers, namely:-

(a) GSTIN with effect from 31st March, 2019

(b) EPFO with effect from 8th April, 2019

(c) ESIC with effect from 15th April, 2019

(c) Profession Tax Registration with effect from 23rd February, 2020.1. Inserted vide the Companies (Incorporation) Amendment Rules, 2020 dated 18.02.2020 w.e.f., 23.02.2020. To view the Notification, Click Here.

2. Inserted vide Companies (Incorporation) Amendment Rules, 2020 dated 06.02.2020 w.e.f. 15.02.2020.To view the Notification, Click Here

(d) Opening of Bank Account with effect from 23rd February, 2020.1. Inserted vide the Companies (Incorporation) Amendment Rules, 2020 dated 18.02.2020 w.e.f., 23.02.2020. To view the Notification, Click Here.

2. Inserted vide Companies (Incorporation) Amendment Rules, 2020 dated 06.02.2020 w.e.f. 15.02.2020.To view the Notification, Click Here

(d) Profession Tax Registration with effect from the 23rdFebruary, 2020Substituted vide Companies (Incorporation) Fourth Amendment Rules, 2021 dated 07.06.2021. To view the notification, Click Here;

(e) Opening Bank Account with effect from the 23rdFebruary, 2020Inserted vide Companies (Incorporation) Fourth Amendment Rules, 2021 dated 07.06.2021. To view the notification, Click Here;

(f) Shops and Establishment RegistrationInserted vide Companies (Incorporation) Fourth Amendment Rules, 2021 dated 07.06.2021. To view the notification, Click Here.