Republic Day Blossom by MCA for Incorporation of Companies in India

corplaw@vinodkothari.com

*Quick Summary by CS Dheeraj Kr. Sharma of:*
*1. Companies Incorporation (Amendment) Rules, 2018*
*2. Companies Appointment and Qualification of Directors (Amendment) Rules, 2018*
*3. Companies Registration Offices and Fees (Amendment) Rules, 2018*

– INC-1 discarded. Now _Registration of Unique Name_*(RUN)* to be used for Reservation of Name and Change of Name of existing companies.
– *CRC will be vested with job of processing RUN applications*.
– *RUN* is half page web form in which one name can be reserved.
– *No resubmission for RUN*. Either approval or rejection.
– *RUN* comes with *_Auto Check_* feature for checking name availability. However, scrutiny of name shall still be done by MCA. Onus to comply with _Name Availability Provisions_ still rests upon applicant. Same is now required to be declared by Applicants in SPICe (INC-32).
– Documents such as NOC for Name, Sectoral Regulator Approval, Self-Declaration, etc. has to be attached to *RUN*. _Though, size of attachments still remian undisclosed_*. We can expect it to be existing 6MB.
– Brief of Main Objects to be entered in *RUN* in comments section.
– Incorporation to be done only through SPICe Route now i.e. INC-32
– SPICe (INC-32) to be now used for Incorporation of Chapter XXI (Part-I) companies i.e. Section 366 companies.
– e-MOA and e-AOA (i.e. INC-33 and INC-34) to be *not applicable* for companies having foreign subscribers or cases where subscribers are more than 7. In both such cases separate MOA-AOA has to be attached.
– Form INC-7 discontinued for Incorporation matters.
– For incorporating companies having less than or equal to Rs.10 lakh nominal capital or companies which are without share capital and have members less than 20 – *_No Incorporation fee._*
– Form DIR-3 (i.e. Application for DIN) to be used only by existing companies for appointment of new Directors not having DIN.
– Declarations in INC-32 come with a major change for Applicants as well as Practicing Professionals. *HelpKit of e-Forms will provide clarifications so let’s wait for this*.
– PAN of Practicing Professional certifying INC-32 to be mandatorily provided.
– SPICe (INC-32) to be now filed with the *concerned ROC where Registered Office is to be situated* _Therefore, CRC not to process Incorporation applications._
– Person not having DIN and wanting to incorporate new company to apply for DIN through SPICe (INC-32).
– Maximum 3 DIN can be applied through SPICe (INC-32), which means for appointment of more directors, separate Form DIR-12 shall be used after incorporation of company.
– DIR-3 for existing companies to be certified by existing company’s Director/CFO/CEO/CS. *Professional certification removed for DIR-3.*
– Board Resolution mandatory to be attached in DIR-3 for person to be appointed as Director in existing company.