Last updated: March 12th, 2020 1:20 PM

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Post the introduction of SPICe or INC-32 incorporation form, INC-29 (Integrated Incorporation Form) is set to be withdrawn from1st November, 2016.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:

• SPICe (Simplified Proforma for Incorporating Company electronically)
• INC-2 (One Person Company)
• INC-7 (Incorporation of Company)

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