The Companies (Incorporation) Rules, 2014 prescribe the procedural framework for forming and managing companies under the Companies Act, 2013.

They define essential terms, govern the functioning of One Person Companies (OPCs), and set out rules on nomination, conversion, and related penalties.

The Rules also detail the process for name reservation, including cases where proposed names resemble existing entities, and provide provisions for conversion between OPCs and private or public companies.

In addition, they address entrenchment clauses in the Articles of Association to ensure legal clarity and consistency during incorporation.

It is clarified that all forms referenced herein are already implemented and available on the MCA Portal & the information provided is solely for educational and explanatory purposes.

This part of the Companies (Incorporation) framework covers the use of model articles suited to different types of companies, the filing of incorporation through the SPICe+ form, and the manner in which the memorandum and articles must be signed by subscribers, whether individuals, illiterate persons, corporate bodies, LLPs, or foreign nationals.

It also sets the standards for witnessing, authentication, and document verification, including special requirements for subscribers abroad.

In addition, it includes the declaration that must be given by a practicing professional to confirm that all legal and procedural steps for incorporation have been properly completed.

These rules cover matters such as the conversion of Section 8 companies, conditions to be fulfilled for such conversion, revocation of Section 8 licences, and the declaration for commencement of business.

They also set out the procedure for verification of the registered office, change in the situation of the registered office, publication of the company’s name, and the ACTIVE (Active Company Tagging Identities and Verification) requirement.

In addition, they explain how a company may shift its registered office within the same State or from one State or Union Territory to another State, and how alterations to the memorandum through change of name are handled.

These rules include provisions relating to obtaining a certified copy of the Central Government’s order, changing the objects for which money has been raised through a prospectus, and making alterations to the Articles of Association.

They also cover matters such as the allotment of a new name under section 16, the obligation to provide copies of the memorandum and articles to members, and the rules for the service of documents.

Further, they outline the integrated incorporation process, including SPICe+, GSTIN, ESIC and EPFO applications, and procedures for conversion of companies, such as converting unlimited companies into limited companies, or companies limited by guarantee into companies limited by shares.

These rules also explain how companies may apply for a change in financial year under section 2(41) and how a public company may be converted into a private company under section 14.