Rules 1 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
The Companies (Incorporation) Rules, 2014 are the working rules for forming a company, keeping its name and registered office in order, and converting it from one kind to another. Rule 1 gives the title and start date, rule 2 defines a handful of terms, and rule 11 lets a company adopt the model articles in Tables F, G, H, I and J of Schedule I to the Act. This article also gives a one-screen map of the other rules.
This article is as amended up to G.S.R. 579(E) dated 26 August 2025 (rule text per the MCA e-book to G.S.R. 411(E) of 16 July 2024, with the 2022 proviso to rule 12; later notifications substitute forms only). Later amendments should be checked on the official text. Anyone starting a company can see our private limited company registration service.
The Rules were made by G.S.R. 250(E) of 31 March 2014 and came into force on 1 April 2014. Rule 2 defines Act, Annexure, Form or e-Form, Fees, Regional Director and section, and borrows undefined terms from the Act and the Specification of Definitions Details Rules. Rule 11 says a company may adopt the model articles in Tables F, G, H, I and J of Schedule I, "in totality or otherwise", as applicable to it.
Rule 1: title, commencement and the powers it rests on
Rule 1(1) names the rules the Companies (Incorporation) Rules, 2014 and rule 1(2) brings them into force on the 1st day of April, 2014. The notification is G.S.R. 250(E), New Delhi, 31 March 2014. It records that the Central Government acted under 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, clauses (a) and (b) of sub-section (1) of section 11, sub-sections (2) to (5) of section 12, sub-sections (3) and (4) and the proviso to sub-section (5) of section 13, sub-section (2) of section 14, sub-section (1) of section 17 and sub-sections (1) and (2) of section 20, read with section 469. It also states that the Rules are made in supersession of the Companies (Central Government's) General Rules and Forms, 1956 or any other relevant rules under the Companies Act, 1956 on matters covered, except for things done or omitted before supersession.
That 1956 Act reference is printed in the text; check the current law for any point that turns on it. For the Act's own provisions, read our guides to section 3 (formation), section 4 (memorandum), section 5 (articles) and section 7 (incorporation).
Rule 2: definitions
Rule 2(1) opens "unless the context otherwise requires":
| Clause | Term | Meaning in the rule |
|---|---|---|
| (a) | Act | The Companies Act, 2013 (18 of 2013) |
| (b) | Annexure | The Annexure to these rules |
| (c) | Form or e-Form | A form in electronic or non-electronic form specified under the Act or the rules and notified by the Central Government under the Act |
| (d) | Fees | The fees specified in the Companies (Registration offices and fees) Rules, 2014 |
| (e) | Regional Director | The person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional Director |
| (f) | section | A section of the Act |
Rule 2(2) adds that words used but not defined here, and defined in the Act or in the Companies (Specification of definitions details) Rules, 2014, carry the meanings given there. Our article on rules 1 and 2 of those Rules covers terms such as DIN and electronic mode.
Whenever an Incorporation Rule says "fee as provided in the Companies (Registration offices and fees) Rules, 2014", that is the fee table covered in our article on filing fees and additional fees. Rule 2 itself prints no amount.
Rule 11: the model articles
Rule 11 reads: the model articles as prescribed in Table F, G, H, I and J of Schedule I may be adopted by a company as may be applicable to the case of the company, either in totality or otherwise. Four points follow from the wording:
- The model articles are an option ("may be adopted"). A company may write its own articles.
- A company adopts "as may be applicable to the case of the company". Which of the five Tables fits depends on the kind of company; Schedule I to the Act sets out the Tables, and this article does not describe their contents.
- Adoption can be "in totality or otherwise": a company may take the whole Table, or take it with changes or with only parts.
- Rule 11 sits alongside rule 38, which lists the e-memorandum (INC-33) and e-articles (INC-34) filed with SPICe+; the signing rules for the memorandum and articles are in our article on rules 13 to 15.
Example: Greenfield Ventures Private Limited is being formed by three friends. They adopt the model articles applicable to a company of its kind "in totality" but add one clause on share transfers. Under rule 11 that is adoption "otherwise" than in totality in respect of that clause; changes to the articles after incorporation follow our article on rules 10 and 33.
A one-screen map of the Incorporation Rules
| Subject | Rules | Article in this series |
|---|---|---|
| One Person Company: eligibility | 3 (own live post: OPC eligibility under rule 3) | Linked post |
| OPC nominee | 4 | Article 005 |
| OPC conversions and penalty | 6, 7, 7A | Article 006 |
| Names | 8, 8A, 9, 9A | Articles 007 to 009 |
| Entrenchment, articles alteration | 10, 33 | Article 010 |
| SPICe+, INC-32 | 12, 38 | Article 011 |
| Signing, declarations, subscribers, directors | 13 to 17 | Articles 012 and 013 |
| Certificate, INC-20A, registrations | 18, 23A, 38A | Article 014 |
| Section 8 companies | 19 to 23 | Articles 015 and 016 |
| Registered office | 25 to 28, 30, 31 | Articles 017 to 021 |
| Name change, objects, service | 29, 32, 33A, 34, 35 | Articles 022 and 023 |
| Unlimited and guarantee conversions | 37, 39 | Article 024 |
| Financial year, public to private | 40, 41 | Articles 025 and 026 |
Rules omitted in the e-book text are rule 5 (penalty; omitted by notification dated 1st May, 2015), rule 24 and rule 36 (the integrated incorporation process; SPICe+ now sits in rule 38). Nothing further is said about them here. Rule 3 (OPC eligibility) and rule 31 (an order filed with two Registrars, Form INC-28) each have their own live post: see rule 31 and Form INC-28.
Many of these rules have been amended, often by substituting forms, so read each rule in its latest consolidated version.
Need help with incorporation?
If you are choosing between company types, drafting articles or filing SPICe+, TaxClue can handle the incorporation from name to certificate. Start with our private limited company registration page.
Key takeaways
- The Incorporation Rules were notified as G.S.R. 250(E) on 31 March 2014 and came into force on 1 April 2014.
- Rule 2 defines Act, Annexure, Form or e-Form, Fees, Regional Director and section.
- Rule 11 allows adoption of Tables F, G, H, I and J of Schedule I, in totality or otherwise.
- Rules 5, 24 and 36 are omitted in the e-book text.
- Rules 3 and 31 have their own live posts; the rest are mapped to articles in this series.
- Fees are in the Registration offices and fees rules, not here.
Read next
- Rule 4: the nominee of a One Person Company
- Rules 12 and 38: the SPICe+ application for incorporation
- Rules 13 to 15: signing the memorandum and articles
- Section 5 of the Companies Act, 2013: articles of association
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.