Companies (Incorporation) Second Amendment Rules, 2021

On February 01, 2021, the Ministry of Corporate Affairs published the Companies (Incorporation) Second Amendment Rules, 2021 effective April 01, 2021 in order to amend the Companies (Incorporation) Rules, 2014.

The amendment modifies Rule 6 which deals with Conversion of One Person Company into a Public company or a Private company. The modified clause states  –

A One Person company may be converted into a Private or Public Company, other than a company registered under Section 8 of the Act, after increasing the minimum number of members and directors to two or seven members and two or three directors, as the case may be, and maintaining the minimum paid-up capital as per the requirements of the Act for such class of company and by making due compliance of section 18 of the Act for conversion.

The amendment further provides that the company must file an application in e-Form No.INC-6 for its conversion into Private or Public Company, other than under section 8 of the Act, along with fees as provided in the Companies (Registration offices and fees) Rules, 2014 by attaching following documents:

  1. Altered MOA and AOA;
  2. copy of resolution;
  3. list of proposed members and its directors alongwith the consent;
  4. list of creditors; and
  5. latest audited balance sheet and profit and loss account.

The amendment also omits the requirement under Rule 7 of having paid up share capital of fifty lakhs rupees or less and average annual turnover during the relevant period is two crore rupees or less.

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