Rules 10 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.
Rule 10 requires a company to tell the Registrar when its articles contain entrenchment provisions: through SPICe+ at incorporation, or through Form MGT-14 within thirty days for an existing company. Rule 33 deals with the filing that goes with converting a private company into a public company or the reverse, including the extra step for a public company becoming private.
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; later notifications substitute forms only). Later amendments should be checked. To amend articles or the memorandum, see our MOA amendment service.
Where the articles contain entrenchment provisions, the company gives notice to the Registrar in SPICe+ (INC-32) at incorporation, or in Form MGT.14 within thirty days of the entrenchment for an existing company, with the fee under the Fees Rules. For a public company becoming private, rule 33 requires the SRN of Form RD-1 to be mentioned in Form INC-27, filed within fifteen days of receiving the Regional Director's order.
Rule 10: entrenchment provisions
The rule says: where the articles contain provisions for entrenchment, the company shall give notice to the Registrar of such provisions in SPICe+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32), as the case may be, with the fee provided in the Companies (Registration offices and fees) Rules, 2014, at the time of incorporation. For existing companies, the notice shall be filed in Form No. MGT.14 within thirty days from the date of entrenchment of the articles, along with the fee as provided in the Fees Rules.
| Situation | Where the notice goes | Period |
|---|---|---|
| New company, articles contain entrenchment provisions | SPICe+ (INC-32) | At the time of incorporation |
| Existing company, articles are entrenched | Form MGT.14 | Within thirty days from the date of entrenchment of the articles |
The rule's own form note says Form INC-2 was omitted with effect from 1 January 2017 by the MCA notification dated 29 December 2016, and the rule now refers to SPICe+ (INC-32). Older forms are history.
The rule prints no meaning of "entrenchment". It prints no fee amount either: the fee is as provided in the Registration offices and fees rules; read our Rule 12 fee article for the table. For what entrenchment provisions mean in the Act and how they are adopted, read our guides to section 5 and section 14.
Example: Lumen Labs Private Limited, incorporated last year, passes a special resolution on 3 March adding an article that specified clauses can only be changed with the consent of all members. The company files Form MGT.14 within thirty days from the date of entrenchment of the articles, with the fee under the Fees Rules. If the same clause had been in the original articles, the notice would have gone in with the SPICe+ filing at incorporation.
Rule 33: alteration of articles on conversion
Rule 33(1): private to public and the reverse
For effecting the conversion of a private company into a public company or vice versa, the application shall be filed in Form No. INC.27 with fee.
Rule 33(2): public to private
Subject to rule 33(1), for effecting the conversion of a public company into a private company:
- the Service Request Number (SRN) of Form No. RD-1, pertaining to the order of the Regional Director approving the alteration, shall be mentioned in Form No. INC-27;
- Form INC-27 is filed with the Registrar along with the fee, together with the altered e-Memorandum of Association and e-Articles of Association;
- this must be done within fifteen days from the date of receipt of the order from the Regional Director.
The Explanation says that for sub-rule (2), "competent authority" means the Central Government.
Sub-rule (2) was substituted by the Companies (Incorporation) Amendment Rules, 2023 dated 19 January 2023. Before that it referred to the Tribunal's order and a printed copy of the altered articles; that earlier version is not the rule today. The Regional Director application itself is covered in our article on rule 41 and Form RD-1 in the rule 40 article.
| Conversion | Form | Special points |
|---|---|---|
| Private company to public company, or the reverse | INC-27 with fee | Rule 33(1) |
| Public company to private company | INC-27 with fee, altered e-MOA and e-AOA | Mention the SRN of Form RD-1; file within fifteen days from receipt of the Regional Director's order |
Rule 33's period is "fifteen days from the date of receipt of the order". It prints no calendar date, so count from the day the order is received.
For the approval steps leading to the Regional Director's order, see our guide to altering articles of association with a special resolution and MGT-14.
Putting the two rules together
A company that adds entrenchment provisions and later converts will touch both rules. The entrenchment notice is in MGT-14, within thirty days of entrenchment. The conversion filing is in INC-27, within fifteen days of the Regional Director's order for a public to private conversion. The two filings serve different purposes; one does not replace the other.
Need help amending articles?
Entrenchment clauses, conversions and altered articles each have their own form and clock. TaxClue can draft the resolution, prepare the forms and file within the periods; see our MOA amendment page.
Key takeaways
- Entrenchment provisions in articles must be notified to the Registrar.
- At incorporation: through SPICe+ (INC-32). Existing companies: Form MGT.14 within thirty days from the date of entrenchment.
- Rule 33(1): conversion between private and public company is applied for in Form INC-27 with fee.
- Rule 33(2): for public to private, mention the RD-1 SRN in INC-27 and file within fifteen days of receiving the Regional Director's order.
- Fees are in the Registration offices and fees rules.
Read next
- Rule 41: converting a public company into a private company
- Rule 40: change in financial year, Form RD-1
- How to alter articles of association: special resolution and MGT-14
- Section 14 of the Companies Act, 2013: alteration of articles
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.