The Ministry of Corporate Affairs (MCA) has released a Public Notice dated 8th April 2026 (Ref: Policy-01/2/2025-CL-V-MCA-Part(2)) proposing a comprehensive amendment to the Companies (Incorporation) Rules, 2014. The draft notification — titled Companies (Incorporation) Amendment Rules, 2026 — is now open for public comments until 9th May 2026 via the e-Consultation Module on the MCA website.

This is one of the most significant proposed changes to the incorporation framework in recent years. Here is a detailed breakdown of the 15 key proposed amendments and what they mean for professionals and businesses.

1. Consolidation of Forms — E-CHNG and E-CON

Multiple incorporation-related forms are proposed to be merged into just two simplified e-forms:

  • E-CHNG — Merges Forms INC-4, INC-22, INC-23 and INC-24 into a single form for changes in registered office and company name.
  • E-CON — Merges Forms INC-6, INC-18, INC-12, INC-20, INC-27, RD-1 and INC-28 into one form for conversions, approvals and orders.

This is a major step towards reducing the multiplicity of filings and eliminating repetitive disclosures that currently burden professionals and companies alike.

2. OPC Conversion Simplified

Two important relaxations for One Person Companies (OPCs):

  • The requirement for directors to submit an affidavit under Rule 7(4)(iii) for conversion into OPC is proposed to be removed.
  • The criminal liability specific to OPCs under Rule 7A is proposed to be omitted entirely.

This should encourage more entrepreneurs to explore the OPC route without fear of disproportionate penal consequences.

3. Simplified Name Reservation (Rules 8 and 8A)

Rule 8 is proposed to be fully redrafted in simpler and clearer language, drawing from international best practices. Rule 8A will be substituted to give more clarity on trademark-related objections — a common pain point for practitioners dealing with name approvals.

4. Withdrawal of Reserved Names (Rule 9A)

A new proviso allows withdrawal of reserved names before incorporation or change of name is completed. Currently there is no clear mechanism for this, causing reserved names to block the system unnecessarily.

5. KYC Rationalisation for Subscribers (Rule 16)

Document and KYC requirements for subscribers at the time of incorporation are proposed to be rationalised. This should reduce the paperwork for new company formations, particularly beneficial for startups and small businesses.

6. DIR-12 at Incorporation Dropped (Rule 17)

Currently, companies must file Form DIR-12 for first directors along with their particulars and consents at incorporation. This is proposed to be omitted since SPICe+ already captures these details. One less form to worry about during incorporation.

7. Section 8 Company Streamlining

For companies licensed under Section 8 of the Companies Act, 2013:

  • Documents required with licence applications will be streamlined.
  • Manual attachment of MoA/AoA and estimates of future income/expenditure are proposed to be omitted.
  • A new provision will allow conversion of Section 8 company limited by guarantee to one limited by shares (currently not permitted under Rule 39).

8. Modernised Notice Requirements (Rules 22, 28, 30)

The mode of serving public notices is being brought into the digital age:

  • "Registered post" is proposed to be replaced by "speed post".
  • E-mail is proposed as an additional accepted mode of communication.
  • Public notice must be issued not more than 15 days before filing the application.

9. New Rule 23B — Deceased Subscriber's Liability

A completely new provision addresses what happens when a subscriber passes away before paying for shares taken at incorporation (excluding OPCs). The legal representative will be liable to pay the unpaid amount and, upon payment, will step into the subscriber's shoes with full rights.

10. Registered Office Documentation Expanded (Rule 25)

Rule 25 is proposed to be substituted with clearer scenarios and a wider range of acceptable documents for different types of premises:

  • Owned premises — title deed, property tax receipt
  • Leased/rented premises — lease deed, rent agreement
  • Co-working spaces — specific documentation covered
  • SEZ premises — allocation letters, payment receipts

Municipal khata and recent utility bills are also being added as acceptable proof.

11. Flexible Physical Verification (Rule 25B)

The Registrar's physical verification of registered office under Section 12(9) will become risk-based and need-based instead of mandatory in all cases. Verification can be done through an authorised person with two local witnesses, and with police assistance if required.

12. Interstate Shifting Liberalised (Rule 30)

Companies shifting registered office from one State to another can now serve notices via speed post or e-mail (instead of only registered post) to debenture-holders, creditors, Registrar, SEBI and regulators. Importantly, shifting may be permitted even when inquiry/inspection/investigation is pending, based on Board undertakings, and in IBC resolution cases where defaults relate to periods prior to change of management.

13. DIN Cap Increased to 5 Directors (SPICe+)

The cap on number of directors for whom DIN can be applied at incorporation is proposed to increase from 3 to 5. Additionally, subscribers to the Memorandum who are also proposed as directors will get deemed consent status, while others will have consent captured through OTP-based authentication or Form DIR-2.

14. AGILE-PRO-S Made Optional for EPFO, ESIC, Bank Account

Under the integrated registration form (Rule 38A / INC-35), obtaining EPFO, ESIC and bank account registrations through AGILE-PRO-S will become optional. Companies can choose to get these registrations at a later stage based on their actual business needs. GSTIN, Profession Tax, and Shops & Establishment registrations continue.

15. Overall Impact

The proposed amendments collectively aim to:

  • Simplify procedures and reduce duplicate filings
  • Enable wider use of electronic communication
  • Align with other regulatory frameworks (GST, IBC)
  • Clarify grey areas like deceased subscriber liability and registered office documentation

How to Submit Your Comments

Stakeholders can submit suggestions and comments through the e-Consultation Module on the MCA website (www.mca.gov.in) by 9th May 2026. All suggestions should include a brief justification. This is a rare opportunity for CAs, CS professionals, lawyers and businesses to shape the incorporation framework.

Bottom line: If these amendments go through as proposed, company incorporation in India is about to become significantly simpler, with fewer forms, less paperwork, and more digital-friendly processes. Professionals should review the draft carefully and participate in the consultation process.