MCA’s 2026 Draft Amendments to Companies (Incorporation) Rules: A Detailed Overview

The Ministry of Corporate Affairs has released a public notice dated 8 April 2026 proposing extensive changes to the Companies (Incorporation) Rules, 2014. These proposed Companies (Incorporation) Amendment Rules, 2026 are the outcome of a broad-based review that considered submissions from industry bodies, professionals, regulators, internal committees, and other stakeholders using the corporate regulatory ecosystem.

The draft amendments are designed to:

  • Simplify and consolidate incorporation-related compliances
  • Reduce repetitive filings and documentation
  • Increase reliance on electronic communication and integrated e-forms
  • Align company incorporation and related processes with current regulatory and digital frameworks, including GST and the Insolvency Bankruptcy Code, 2016
  • Enhance clarity on critical issues such as company naming standards, liability of deceased subscribers, and documentation for registered offices

Stakeholders have been requested to provide comments on the draft via the MCA e-Consultation module by 9 May 2026.

1. Consolidation of Multiple Forms into Unified E-Forms

1.1 Introduction of “E-CHNG” for Changes in Name and Registered Office

A key reform is the rationalisation of various forms dealing with changes post-incorporation. The draft proposes to merge:

  • Form INC-4
  • Form INC-22
  • Form INC-23
  • Form INC-24

into a single consolidated e-form titled “E-CHNG”. This unified form will be used for:

  • Change of company name
  • Shifting of registered office
  • Other related alterations presently spread across multiple separate forms

This structural change aims to:

  • Avoid duplication of disclosures
  • Reduce the number of separate filings
  • Improve consistency of data captured at MCA21

1.2 Introduction of “E-CON” for Conversions and Regulatory Approvals

Similarly, several forms dealing with company conversion, approvals, and orders are proposed to be merged into a new e-form “E-CON”. The following existing forms will be consolidated:

  • INC-6
  • INC-18
  • INC-12
  • INC-20
  • INC-27
  • RD-1
  • INC-28

“E-CON” will be structured in multiple parts (such as Part A, B, C, D, E etc.) for different types of conversion or approval processes, thereby centralising workflows that are currently fragmented.

2.1 Relaxation for One Person Company (OPC) Conversions

For conversion into a One Person Company under Rule 7, the draft proposes:

  • Deletion of the requirement that directors must submit an affidavit under Rule 7(4)(iii)
  • Omission of Rule 7A, which provided for a criminal liability framework specific to OPCs

This reduces the compliance load in OPC-related conversions and removes penal provisions considered no longer necessary in light of broader company law safeguards.

2.2 Removal of Separate Filing for First Directors

Currently, Rule 17 requires filing of DIR-12 for first directors at the time of incorporation. Since SPICe+ already captures:

  • Personal particulars
  • Consent to act as director

Rule 17 is proposed to be omitted. This eliminates a redundant compliance that has been overtaken by the functionality of SPICe+.

3. Comprehensive Overhaul of Company Name Rules

3.1 Redrafting of Rule 8 – Names Too Nearly Resembling Existing Companies

Rule 8 is being completely redrafted. The new structure:

  • Clearly defines when a proposed name is considered to “too nearly resemble” the name of an existing company
  • Separates items that must be disregarded and matters that must be positively considered

Under the amended framework, a proposed name will be treated as “too nearly resembling” an existing name only if both of the following conditions are met:

  1. All items listed in sub-rule (2) are disregarded (e.g., differences in suffixes, tenses, minor spelling variations, etc.), and
  2. The considerations in sub-rule (3) lead to the conclusion that the names effectively coincide

The new tables under Rule 8 provide multiple illustrations covering:

  • Use of “Private”, “Limited”, “LLP”, “company”, “group” etc.
  • Singular vs plural forms
  • Use of special characters, spacing, and case
  • Tense changes (“Grow”, “Growing”, “Grown”)
  • Misspelt words and minor spelling variations (e.g., “Fiber” vs “Fibre”)
  • Addition of geographical identifiers (city/state names)
  • Use or alteration of numerals, including where numerals form part of a registered wordmark

The rule also addresses specific cases such as:

  • Use of “IFSC” by a subsidiary of a holding company in an IFSC jurisdiction
  • Names that are phonetically identical (e.g., “Xpress” vs “Express”)
  • Full translation or transliteration of existing names into Hindi or English

The intention is to provide more objective and predictable criteria for name similarity assessments.

3.2 Substitution of Rule 8A – Undesirable Names

The proposed new Rule 8A sets out an expanded and detailed list of circumstances in which a company name is considered undesirable, including where: