MCA Proposes Amendments to Incorporation Rules

On April 8, 2026, the Ministry of Corporate Affairs (MCA), through an internal committee constituted under its aegis comprising representatives from the Ministry and other stakeholders within the corporate regulatory framework, undertook a comprehensive review of the Companies (Incorporation) Rules, 2014 (Incorporation Rules), which were originally notified under section 469 of the Companies Act, 2013 (Act). The draft amendments have been released for public consultation, and stakeholder comments have been invited by May 9, 2026.

Key proposed amendments:

• Consolidation of Forms:

The amendments propose consolidation of multiple incorporation-related forms into two integrated forms, namely E-CHNG (for changes in company particulars) and E-CON (for conversions, approvals, and orders). This rationalisation seeks to eliminate duplicative filings and repetitive disclosures by merging forms such as INC-4 (One Person Company conversion), INC-22 (Notice of situation/change of registered office), INC-23 (Application for approval of Central Government for change of registered office), and INC-24 (Application for approval of Central Government for change of name) into E-CHNG, and forms such as INC-6 (One Person Company conversion application), INC-18 (Application to Central Government for conversion), INC-20 (Intimation to Registrar), and RD-1 (Application to Regional Director) into E-CON. The reform is intended to create a more streamlined filing process and reduce procedural fragmentation under the Incorporation Rules.

• Ease of Compliance Requirements:

Directors will no longer be required to submit affidavits for conversion into One Person Companies under Rule 7(4)(iii). In addition, criminal liability for One Person Companies under Rule 7A have been omitted. Further, KYC and documentation requirements for subscribers have been rationalised under Rule 16. The requirement to file DIR-12 for first directors under Rule 17 is proposed to be dispensed with, as such details are already captured through the SPICe+ system.This reflects a move from form-based compliance to a more data-driven verification.

• Streamlining of Name Reservation Framework:

Name availability and reservation provisions are proposed to be simplified. Rule 8 of the Incorporation Rules is to be streamlined in line with international practices, while Rule 8A is proposed to be substituted to provide clearer guidance on undesirable names, particularly in relation to trademark conflicts under the Trade Marks Act, 1999 and descriptive elements. Additionally, under Rule 9A, a proviso is proposed to be inserted that will allow withdrawal of reserved names prior to incorporation. The amendments aim to reduce subjectivity in name approvals, particularly regarding potential conflicts with registered trademarks.

• E-service of Notices and Revised Timelines:

Service through e-mail has been permitted instead of registered post under Rules 22, 28 and 30. Timelines have also been rationalised to require that public notice be issued not more than 15 days prior to the filing of the application. This reflects a broader shift towards electronic governance and faster processing cycles.

• Addressing Operational Gaps and Contingencies:

Specific contingencies and operational gaps have also been addressed. A new provision, Rule 23B, clarifies the treatment of shares in cases where a subscriber dies before incorporation, allowing legal representatives (as defined under the Indian Succession Act, 1925 or applicable personal laws) to step into the subscriber’s position. This addresses a long-standing lacuna in the incorporation framework. Further, Rule 25 (Registered office verification) is proposed to be substituted to expand the range of acceptable documents for proof of registered office and recognise multiple types of premises, including owned, leased, co-working spaces, and Special Economic Zone (“SEZ”) based offices under the Special Economic Zones Act, 2005. In addition, Rule 25B is amended to enable risk-based physical verification by the Registrar of Companies instead of mandatory verification in all cases.

• Revised Framework for Shifting of Registered Offices:

The process for shifting registered offices, particularly across states, has been updated and streamlined. Rule 30(9) has been revised to permit such shifting even when any inquiry/inspection/investigation is pending, subject to safeguards and undertakings by the Board. The framework also accommodates restructuring scenarios, including shifts during insolvency resolution processes.

• Enhancements to SPICe+ and AGILE-PRO Framework:

The SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) incorporation system has been further liberalised by amending Rule 38 to increase the cap on directors for whom Director Identification Number (“DIN”) can be allotted at incorporation from three to five, and by simplifying consent requirements through deemed consent mechanisms or OTP-based authentication.

Additionally, Rule 38A governing the AGILE-PRO (Application for Goods and Services Tax Identification Number, Professional Tax Registration, and Opening of Bank Account) form has been made more flexible by allowing certain registrations, such as EPFO, ESIC,  and bank account opening, to be optional at the incorporation stage rather than mandatory.

The primary objective is creation of a technology driven incorporation framework with reduced procedures and more flexible, risk-based compliance mechanisms. Focus of these proposed amendments is rationalisation of forms, removal of duplicative requirements, greater use of digital processes, and alignment with evolving regulatory frameworks, to enhance efficiency, clarity and user experience.

The Companies (Incorporation) Rules, 2014 have been amended numerous times since their inception, with multiple amendments occurring almost every year, such as the Amendment in 2019, Amendment in 2021, and amendments in 2023, 2025.