Companies (Incorporation) fourth Amendment Rules, 2016 to prescribe (i) Simplified Proforma for Incorporating Company Electronically (SPICE) and (ii) Conversion of a company limited by guarantee into a company limited by shares - F. No. 1/13/2013 CL-V - Companies Law

Government of India MINISTRY OF CORPORATE AFFAIRS Notification New Delhi, 1st October, 2016 G.S.R. 936 (E) - In exercise of the powers conferred by sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Incorporation) Rules, 2014 , namely: - 1. (1) These rules may be called the Companies (Incorporation) fourth Amendment Rules, 2016. (2) Save as otherwise provided, these rules shall come into force on the date of their publication in the Official Gazette. 2. In the Companies (Incorporation) Rules, 2014 (hereinafter referred to as the principal rules), in rule 33, for sub-rule (2), the following shall be substituted, namely:- (2) subject to the provision 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 altered articles within fifteen days from the date of receipt of the order from the Tribunal . 3. In the principal rules, after rule 37 , the following rule shall be inserted, with effect from 2nd October 2016, namely :- 38. Simplified Proforma for Incorporating Company Electronically (SPICE) (1) The simplified integrated process for incorporation of a company in Form No. INC-32 alongwith e-Memorandum of Association in Form No. INC-33 and e-Articles of Association in Form No. INC-34. (2) The provisions of sub-rule (2) to sub-rule (13) of rule 36 shall apply mutatis mutandis for incorporation under this rule Provided that for the purposes of references to form numbers INC-29, INC-30 and INC-31 in rule 36 with Form No. INC-32, Form no. INC-33 and Form NO. INC-34 shall be substituted respectively. 4. In the principal rules, after rule 38 as so inserted these rules, the following rule shall be inserted with effect from 1st November, 2016 , namely:- 39. Conversion of a company limited by guarantee into a company limited by shares (1) A company other than a company registered under section 25 of the Companies Act, 1956 or section 8 of the Companies Act, 2013 may convert itself into a company limited by shares. (1) The company seeking conversion shall have a share capital equivalent to the guarantee amount. (2) A special resolution is passed by its members authorising such a conversion omitting the guarantee clause in its Memorandum of Association and altering the Articles of Association to provide for the articles as are applicable for a company limited by shares, (3) A copy of the special resolution shall be filed with the Registrar of Companies in Form no. MGT-14 within thirty days from the date of passing of the same along with fee as prescribed in the Companies (Registration Offices and Fees) Rules, 2014 . (4) An application in Form No, INC-27 shall be filed with the Registrar of Companies within thirty days from date of the passing of the special resolution enclosing the altered Memorandum of Association and altered Articles of Association and a list of members with the number of shares held aggregating to a minimum paid up capital which is equivalent to the amount of guarantee hither to provided by its members. (5) The Registrar of Companies shall take a decision on the application filed under these rules within thirty days from the date of receipt of application complete in all respects and upon approval of Form No. INC-27, the company shall be issued with a certificate of incorporation in Form No. INC-11B. . 5. In the principle rules, after the Form No. INC-11A, the following form shall be inserted, namely:- Form No. INC-11B Certificate of Incorporation pursuant to conversion of a company limited by guarantee into a company limited by shares [Pursuant to section 18 of the Companies Act, 2013 read with rule 39 of the Companies (Incorporation) Rules, 2014] I hereby certify that........(name of the company prior to conversion) limited by guarantee has been converted into..........(name of the company after conversion) a company limited by shares with effect from the date of this certificate. The CIN of the company is....................... Given under my hand at . this .day of............ two thousand................... SEAL: Registrar of Companies .. (State). . 6. In the principle rules for Form No. INC-27, the following form shall be substituted, namely:- [F. No. 1/13/2013 CL-V] AMARDEEP SINGH BHATIA, Jt. Secy.