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Incorporation & Change Overview

A Complete Guide to Company Incorporation, Name Reservation, and All Post-Incorporation Change Filings Under the Companies Act, 2013

The Companies Act, 2013 provides a comprehensive framework for the incorporation of companies and for all subsequent changes to a company's name, structure, registered office, directors, capital, and constitutional documents. These processes are carried out through specific MCA forms — each with its own timeline, fee structure, and documentation requirement.

Our incorporation and change services cover the complete lifecycle — from RUN name reservation and SPICe+ Part A name approval through INC-4 OPC changes, MR-1 management appointments, INC-22 registered office, and INC-27 company conversion. These connect with our company compliance and change management services for complete corporate lifecycle support.

Our Incorporation & Change Services

Name Reservation (RUN & SPICe+)

Filing RUN (Reserve Unique Name) for name change of an existing company or SPICe+ Part A for name approval before incorporation — with MCA naming guideline analysis to avoid rejection.

OPC Member & Nominee Changes (INC-4)

Filing INC-4 for changes in the member or nominee of a One Person Company — including appointment of a new nominee and changes arising on the death or incapacity of the existing member.

MD/WTD/Manager Appointment (MR-1)

Filing MR-1 for appointment of Managing Director, Whole-Time Director, or Manager — within 60 days of appointment, with required board and shareholder resolutions.

Registered Office Notice (INC-22)

Filing INC-22 for all changes in a company's registered office — within the same city, town, or village — within 30 days of the board resolution authorising the change.

Company Conversion (INC-27)

Filing INC-27 for conversion of a private company to a public company, a public company to a private company, or other prescribed conversions — including all necessary resolutions and altered constitutional documents.

SPICe+ Incorporation Filing

Filing the complete SPICe+ integrated form for fresh company incorporation — covering DIN allotment, PAN, TAN, GST, EPFO, ESIC, and bank account in one single application.

Key Filing Timelines for Incorporation & Change

  • RUN name reservation — valid for 20 days from the date of approval; must be used within this window
  • SPICe+ Part A name approval — approved names valid for 20 days before SPICe+ Part B must be filed
  • INC-4 (OPC changes) — must be filed within 30 days of the change in member or nominee
  • MR-1 (MD/WTD/Manager) — must be filed within 60 days of appointment — late filing attracts ₹100 per day
  • INC-22 (registered office) — must be filed within 30 days of the board resolution for the change
  • INC-27 (conversion) — filed after passing the special resolution; fresh Certificate of Incorporation issued by ROC
  • All change filings attract additional fees of ₹100 per day beyond prescribed timelines

Frequently Asked Questions

What is the difference between RUN and SPICe+ Part A for name reservation?
RUN (Reserve Unique Name) is used for reserving a name for an existing company that wishes to change its name — it is a standalone form that results in name approval valid for 20 days. SPICe+ Part A is used for reserving a name before incorporating a new company — it is the first part of the integrated SPICe+ incorporation form and also results in a name approved for 20 days, within which SPICe+ Part B (the incorporation form) must be filed. Both require the proposed name to comply with MCA naming guidelines and not be identical or deceptively similar to existing names or trademarks.
What is Form MR-1 and when is it required?
Form MR-1 is filed with the ROC within 60 days of the appointment or reappointment of a Managing Director (MD), Whole-Time Director (WTD), or Manager of a company. It contains details of the appointee, terms of appointment, remuneration, and the board and shareholder resolutions passed. For appointments where remuneration exceeds the limits under Schedule V of the Companies Act (for companies with inadequate profits), Central Government approval may also be required before MR-1 is filed.
What triggers the need to file Form INC-22?
INC-22 (Notice of Situation of Registered Office) must be filed: when a company changes its registered office within the same city, town, or village — requiring only a board resolution and INC-22 within 30 days; and when a company establishes its registered office for the first time after incorporation (if the registered office was not confirmed at the time of SPICe+ filing). For changes between districts within the same state, INC-22 is filed after passing a special resolution. For inter-state shifts, Regional Director approval in Form INC-23 is required before INC-22 is filed with the new state's ROC.
What is Form INC-27 and when is a company conversion required?
Form INC-27 is filed to effect the conversion of a private limited company to a public limited company, a public limited company to a private limited company (which requires NCLT approval under Section 14), or the conversion of a company limited by guarantee to a company limited by shares. The conversion takes effect from the date of issue of a fresh Certificate of Incorporation by the ROC. Common triggers include attracting listed company investment (requiring public status), conversion of a Section 8 company, or restructuring for governance purposes.
What is the SPICe+ form and what does it cover?
SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) is the integrated MCA form for incorporation of new companies. Part A covers name reservation; Part B covers the incorporation details including registered office, directors, subscribers, paid-up capital, and MOA/AOA. In addition to incorporation, a single SPICe+ filing also covers: DIN allotment for up to 3 directors; PAN and TAN allotment; GST registration; EPFO and ESIC registration; Professional Tax registration (in Maharashtra); and opening of a bank account for the company — making it a single-window incorporation system.

Incorporation and Change Filings — Accurate and On Time

RUN, SPICe+, INC-4, MR-1, INC-22, INC-27 — every form filed correctly within prescribed timelines.

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F.A.Q.

It includes all yearly requirements such as filings, actuarial valuation, audits, and maintaining proper records.

Yes, regular compliance is required to maintain approval and tax benefits.

It helps determine the exact gratuity liability and required funding for the trust.

 

Yes, trusts must file necessary returns and maintain financial records as per regulations.

Non-compliance can lead to penalties, loss of tax benefits, or cancellation of approval.

Trustees and the employer are responsible for ensuring proper compliance.