the Companies Incorporation Second Amendment Rules 2025

REGD. No. D. L.-33004/99 The Gazette of India EXTRAORDINARY CG-DL-E-29082025-265788 PUBLISHED BY AUTHORITY S. No. 535] No. 535] NEW DELHI, TUESDAY, AUGUST 26, 2025/BHADRA 4, 1947 [F. No. 01/13/2013-CL-V, Vol-VI] BALAMURUGAN D, Jt. Secy. Note: The principal rules were published in the Gazette of India, Extraordinary, Part II, Section 3, Sub- section (i) vide number G.S.R. 250(E), dated 31st March, 2014 and last amended vide G.S.R 426(E), dated 27th June, 2025. MINISTRY OF CORPORATE AFFAIRS NOTIFICATION New Delhi, the 26th August, 2025 G.S.R. 579(E).— In exercise of the powers conferred by section 3, section 4, sub-sections (5) and (6) of section 5, section 6, sub-sections (1) and (2) of section 7, sub-sections (1) and (2) of section 8, sub-sections (2), (3), (4), (5) and (9) of section 12, sub-sections (3), (4) and proviso to sub-section (5) of section 13, sub-section (2) of section 14, sub- section (1) of section 17, section 20 read with sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Incorporation) Rules, 2014, namely:- 1. (1) These rules may be called the Companies (Incorporation) Second Amendment Rules, 2025. (2) They shall come into force on the 15th day of September 2025. 2. In the Companies (Incorporation) Rules, 2014, for Form No. RD-1, the following Form shall be substituted, namely:— "Form No. RD-1 Form for filing application to Central Government (Regional Director) [Pursuant to Section 2(41), 16, 18 and 233(2) of the Companies Act, 2013 and rule 33A, 40 and 41 of the Companies (Incorporation) Rules, 2014 and rule 25 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016] Refer instruction kit for filing the form All fields marked in * are mandatory *Category of applicant (Company/Limited Liability Partnership (LLP)/Others) Company/LLP/Others Information 1 *Corporate Identity Number (CIN)/ Limited Liability Partnership Identification Number (LLPIN)/PAN/ Registration number of others seeking direction 2 (a) *Name of the Company/LLP/Applicant (b) *Address of the Company/LLP/Applicant *Address Line 1 Address Line 2 *Country *Pin code/Zip Code Area/Locality *City *District *State Jurisdiction of Police Station Phone (with STD/ISD code) Mobile No. *E-mail ID Form language English Hindi 3 *Please indicate the purpose of the application Rectification of name Change in financial year Conversion of Public company into a Private company Notice of approval of the scheme filed in Form CAA-11 Others 4 (a) Specify the details of purpose (In case 'Others' is selected above) (b) Section of the Companies Act, 2013 under which application is made 5 (a) CIN of company against which the application for rectification of name is being made (b) Name of the company against which the application is made 6 Please mention the new financial year beginning and end date (a) Beginning Date (DD/MM/YYYY) (b) End Date (DD/MM/YYYY) 7 *Details as to whether a company registered under Section 8 of the Act Yes No 8 (a) Date of passing of Board Resolution (DD/MM/YYYY) (b) Mode of Resolution (Physical/Circular) (c) Number of votes cast in favor (d) Number of votes cast against 9 (a) Service request number of Form MGT-14 (b) Date of passing special resolution (DD/MM/YYYY) 10 *Grounds for filling the application 11 (a) Date of publication of advertisement in English language as per rule 41 of the Companies (Incorporation) Rules, 2014 (DD/MM/YYYY) (b) Date of publication of advertisement in vernacular language as per rule 41 of the Companies (Incorporation) Rules, 2014 (DD/MM/YYYY) 12 Particulars of Creditors and Debenture Holders +-------+----------------------------------+------+---------+------------+-----------------------------------+ | S. No. | Name of the Creditor / Debenture Holder | Type | Address | Amount Due | Remarks | | | | | | | (Nature of Debt / Claim / Liability) | +-------+----------------------------------+------+---------+------------+-----------------------------------+ | | | | | | | +-------+----------------------------------+------+---------+------------+-----------------------------------+ Add row Delete row Download excel Import 13 (a) Details of any previous application made within last five years for change in financial year and outcome thereof (b) Details of any conversion made within last five years and outcome thereof 14. Details of transferor company(ies) Number of transferor company(ies) +-------------------------------------------+-------------------+ | Corporate Identity Number (CIN) of transferor | Name of the company | +-------------------------------------------+-------------------+ | | | +-------------------------------------------+-------------------+ Attachments (a) Copy of board resolution Max 2 MB Choose File Remove Download (b) Copy of special resolution Max 2 MB Choose File Remove Download (c) Copy of advertisement Max 2 MB Choose File Remove Download (d Copy of approved scheme filed in Form No. CAA-11 Max 2 MB Choose File Remove Download (e) Authorization Letter Max 2 MB Choose File Remove Download (f) Optional attachment(s) - if any Max 2 MB Choose File Remove Download Declaration I am authorised by the Board of Directors of the Company vide resolution number* dated * to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. I hereby declare that all the information given herein above is true, correct and complete including the attachments to this form and nothing material has been suppressed. I am authorised by the LLP to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. I hereby declare that all the information given herein above is true, correct and complete including the attachments to this form and nothing material has been suppressed. I am authorised by the applicant to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. I hereby declare that all the information given herein above is true, correct and complete including the attachments to this form and nothing material has been suppressed. Declaration under Rule 41 of the Companies (Incorporation) Rules, 2014 * I, on behalf of Board of Directors, hereby declare that pursuant to the provisions of sub-section (68) of section 2, the company limits the number of its members to two hundred and also no deposit has been accepted by the company in violation of the Act and rules made thereunder. * ☐ I, on behalf of Board of Directors, hereby declare that no non-compliance of sections 73 to 76A, 77, 178, 185, 186 and 188 of the Act and rules made thereunder has been made. * I, on behalf of Board of Directors, hereby declare that no resolution is pending to be filed in terms of sub-section (3) of section 179 and also the company was never listed in any of the Regional Stock Exchanges and if was so listed, all necessary procedures were complied with in full for complete delisting of the shares in accordance with the applicable rules and regulations laid down by Securities Exchange Board of India. * To be digitally signed by DSC BOX * Designation (Director/Designated Partner/Company Secretary/Manager/CFO/CEO/ Authorised representative/Applicant) *Director Identification Number of the director; or DIN or DPIN of Designated Partner or Membership number of the Company Secretary or PAN of the Manager/CFO/CEO or Authorised representative or Applicant Save Submit Note: Attention is drawn to provisions of Sections 448 and 449 of the Companies Act, 2013 which provide for punishment for false statement/certificate and punishment for false evidence respectively. For office use only: eForm Service request number (SRN) eForm filing date (DD/MM/YYYY) Digital signature of the authorising officer This eForm is hereby approved This eForm is hereby rejected Date of signing (DD/MM/YYYY) [F. No. 01/13/2013 CL-V, Vol-VI] BALAMURUGAN D, Jt. Secy. Note: The principal rules were published in the Gazette of India, Extraordinary, Part II, Section 3, Sub- section (i) vide number G.S.R. 250(E), dated 31st March, 2014 and last amended vide G.S.R 426(E), dated 27th June, 2025. Uploaded by Dte. of Printing at Government of India Press, Ring Road, Mayapuri, New Delhi-110064 and Published by the Controller of Publications, Delhi-110054.