Rule 38(A) of the Companies (Incorporation) Rules, 2014 By CS Kamal Soni

Companies (Incorporation) Third Amendment Rules, 2019

The companies (Incorporation) Rules, 2019 contain 40 rules along with Annexures to these rules As below;

1 Short Title and Commencement

2 Definitions

3 One Person Company

4 Nomination by the Subscriber or Member of One Person Company

5 Penalty

6 One Person Company to Convert Itself into a Public Company or a Private Company in Certain Cases

7 Conversion of private company into One Person Company

7A Penalty

8 Undesirable Names

9 Reservation of Name

10 Where Articles Contains Entrenchment Provisions

11 Model Articles

12 Application for Incorporation of Companies

13 Signing of Memorandum and Articles

14 Declaration by Professionals

15 Declaration from Subscribers and First Directors

16 Particulars of every subscriber to be filed with the Registrar at the time of incorporation

17 Particulars of First Directors of the Company and their Consent to Act as Such

18 Certificate of Incorporation

19 License Under Section 8 for New Companies With Charitable Objects etc.

20 License for Existing Companies

21 Conditions for Conversion of a Company Registered U/s 8 into a Company of Any Other kind

22 Other Conditions to be Complied With by Companies Registered Under Section 8 Seeking Conversion into Any Other Kind

23 Intimation to Registrar of Revocation of Licence Issued Under Section 8

23A Declaration at the time of commencement of business

24 Notice and Veification of Change of Situation of the Registered Office

25 Verification of Registered Office

25A Active Company Tagging Identities and Verification (ACTIVE)

26 Publication of Name by Company

27 Notice and Verification of Change of Situation of the Registered Office

28 Shifting of Registered Office Within the Same State

29 Alteration of Memorandum by Change of Name

30 Shifting of Registered Office from One State or Union territory to Another State

31 Certified Copy of Central Government's Order

32 Change of Objects for Which Money is Raised Through Prospectus

33 Alteration of Articles

34 Copies of Memorandum and Articles, etc. to be Given to Members on Request Being Made by Them

35 Service of Documents

36 Integrated Process for Incorporation

37 Conversion of Unlimited Liability Company into a Limited Liability Company by Shares or Guarantee

38 Simplified Proforma for incorporating Company Electronically (SPICE)

38A** Application For Registration Of The Goods And Service Tax Indentification Number (GSTIN), Employees’ State Insurance Corporation (ESIC) Registration And Employees’ Provident Fund Organisation (EPFO) Registration. (AGILE)

39 Conversion of a company limited by guarantee into a company limited by shares

40.Application under sub-section (41) of section 2 for change in financial year

Annexure The Companies (Incorporation) Rules, 2014

The brief summary of the above new rule 38A inserted via the third amendment.

Date of notification: 29th March, 2019

Date of effective: 31st March, 2019

A new e-form AGILE (INC-35) introduced in this rule and it is available on MCA as AGILE E-form

AGILE (INC-35) is a linked form to be filed with INC-32.

It is not mandatory to apply for GSTIN through this form you can select NO option so that all mandatory boxes will hide and just insert DIN/PAN of person who has Affix his DSC in INC-32 form.

If you want to apply for GST number then select “YES” els No.

Now you have to fill all the details from 2-13 points in form.




Proof of Principal Place of Business (there is a criterion of the maximum size of the document allowed to be attached depending upon the proof you attach, so one needs to refer it).

Proof of Appointment of Authorized Signatory (Letter of Authorization or Board Resolution & Acceptance Letter).

If you select “No” just Affix DSC of person who has signed INC spice form and files it with INC-32.

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