Notification From File No. : 1/13/2013-CL-V
29 December 2016
In exercise of the powers conferred by sub-sections (1) and (2) of section 469 of the Companies Act, 2013, the Central Government hereby makes the following rules to amend the Companies (Incorporation) Rules, 2014, namely:- 1. (1) These rules may be called the Companies (Incorporation) Fifth Amendment Rules, 2016. (2) They shall come into force on the 1st day of January, 2017. 2. In the Companies (Incorporation) Rules, 2014 (hereinafter referred to as the principal rules), 3. In the principal rules; (a) in rule 4, in sub-rule (2), for the words and figures such nomination in Form No. INC-2 along with consent of such nominee obtained in Form No. INC-3’ the words and figures such nomination in Form No. INC-32 (SPICe) along with consent of such nominee obtained in Form No. INC-3’ shall be substituted (b) in rule 10, for the words and figures ’Form No. INC-7’ the words and figures Form No. INC-7 or Form No. INC-32(SPICe)’ shall be substituted. (c) in rule 12, for the words and figures ’Form No. INC-2 (for One Person Company) and Form No. INC-7 (other than One Person Company)’ the words and figures Form No. INC-7 (Part I company and company with more than seven subscribers) and Form No. INC-32 (SPICe)’ shall be substituted, (d) rule 36 shall be omitted. (e) for rule 38, the following rule shall be substituted, namely:- "38. Simplified Proforma for Incorporating Company Electronically (SPICe).- (1) The application for incorporation of a company under this rule shall be in FORM No. INC 32 (SPICe) alongwith e-Memorandum of Association (e-MOA) in Form No. INC-33 and e-Articles of Association (e-AOA) in Form no. INC-34. Provided that in case of incorporation of a company falling under section 8 of the Act, FORM No. INC-32 (SPICe) shall be filed along with FORM No. INC-13 (Memorandum of Association) and FORM No. INC-31 (Articles of Association) as attachments. (2) For the purposes 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 FORM No. INC-32 (SPICe), 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: (3) For the purposes of filing SPICe Form, the particulars of maximum of three directors shall be allowed to be filled in FORM No. INC-32 (SPICe), and allotment of Director Identification Number of maximum of three proposed directors shall be permitted in FORM No. INC-32 (SPICe) 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 FORM No. INC-32 (SPICe). (5) The promoter or applicant of the proposed company shall prepare Memorandum of Association (e-MoA) in FORM No. INC-33 and Articles of Association (e-AoA) in FORM No. INC-34, in accordance with rule 13.