The Companies (Authorised to Register) Rules, 2014

The Companies (Authorised to Register) Rules, 2014

MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, the 31st March, 2014

[Amended upto date1]

G.S.R. 257(E).—In exercise of the powers conferred by sub-section (1) of section 164, sub-section (1) of section 466, section 367, and section 374 read with sub-section (1) and sub-section (2) of section 469 of the Companies Act, 2013 (18 of 2013) and in supersession of Companies (Central Government’s) General Rules and Forms, 1956 prescribed under the Companies Act, 1956 (1 of 1956) in so far as they relate to the matters covered under these rules, except as respects things done or omitted to be done before such supersession, the Central Government hereby makes the following rules, namely: —

1. Short title and commencement

2[(1) Companies (Authorised to Register) Rules, 2014.]

(2) They shall come into force on 1st day of April, 2014.

2. Definitions.—(1) In these rules, unless the context otherwise requires,-

(a) ‘‘Act’’ means the Companies Act, 2013 (18 of 2013);

(b) “Schedule” means the schedule annexed to these Rules;

(c) ‘fees’ means the fees as specified in the Companies (Registration Offices and Fees) Rules, 2014;

(d) ‘‘Form’’ or “e-form” means the form in the schedule to these rules which shall be used for the matter to which it relates;

(e) ‘Regional Director’ means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional Director;

(f) “Registrar (LLP)” means the Registrar dealing with the matters relations to Limited Liability Partnership.

3[(g) “firm” means a firm as defined in section 4 of the Indian Partnership Act, 1932 ( 9 of 1932).]

4[(h) “society” means a society registered under the Societies Registration Act, 1860 (21 of 1860) and includes a society registered under or deemed to be registered under any other law for the time being in force;

(i) “trust” means an irrevocable public charitable or religious trust registered under any law for the time being in force and represented by its trustees, in whom the trust property is vested, as members;

(j) “Registrar of Firms” means the Registrar appointed under section 57 of the Indian Partnership Act, 1932 (9 of 1932);

(k) “Registrar of Trusts” includes a Charity Commissioner, an Inspector-General of Registration or such other authority having the duty of registering trusts in a State.]

(2) Words and expressions used in these rules but not defined and defined in the Act or in Companies (Specification of definitions details) Rules, 2014 shall have the meanings respectively assigned to them in the Act and said rules.

5[3. (1) For the purposes of sub-section (2) of section 366 of the Act, the provision of Chapter II of the Act relating to incorporation of company and matters incidental thereto shall be applicable mutatis mutandis for such registration:

Provided that there shall be two or more members for the purposes of registration of a company under this sub-rule:

Provided further that a company with less than seven members shall register as a private company.

(2) A company shall attach and provide the required documents and information to the Registrar along with Form No. URC. 1 in the following manner, namely:-

(a) In case of an application by a Limited Liability Partnership or firm for registration as a company limited by shares –

(i) a list showing the names, addresses, and occupations of all persons named therein as partners with details of shares held by them respectively, showing separately shares allotted for consideration in cash and for consideration other than cash along-with the source of consideration and distinguishing, in cases where the shares are numbered, each share by its number, who on a day, not being more than six clear days before the day of seeking registration, were partners of the Limited Liability Partnership or firm as the case may be;

(ii) a list showing the particulars of persons proposed as the first directors of the company, alongwith Director Identification Number (DIN), passport number, if any, with expiry date, residential addresses and their interests in other firm or body corporate along with their consent to act as directors of the company;

(iii) in case of a firm, deed of partnership, bye-laws or other instrument constituting or regulating the firm and in case the deed of partnership was revised at any time in the past, copies of the principal and all subsequent deeds including the latest deed, along with the certificate of the registration issued by the Registrar of Firms, in case the firm is registered;

(iv) written consent or No Objection Certificate from all the secured creditors of the applicant;

(v) written consent, from the majority of members whether present in person or by proxy at a general meeting, agreeing for such registration;

(vi) an undertaking that the proposed directors shall comply with the requirements of the Indian Stamp Act, 1899 (2 of 1899) as applicable;

(vii) a copy of the latest income tax return of the Limited Liability Partnership or firm, as the case may be.

(b) In case of an application by a Limited Liability Partnership or firm for registration as a company limited by guarantee or as an unlimited company-

(i) a list showing the names, addresses and occupations of all persons, who on a day, not being more than six clear days before the day of seeking registration, were partners of the Limited Liability Partnership or firm, as the case may be with proof of membership;

(ii) a list showing the particulars of persons proposed as the first directors of the company, alongwith DIN, passport number, if any, with expiry date, residential addresses and their interests in other firm or body corporate along with their consent to act as directors of the company;

(iii) in case of a firm, deed of partnership, bye laws or other instrument constituting or regulating the company and in case the deed of partnership was revised at any time in the past, copies of the principal and all subsequent deeds including the latest deed, along with the certificate of the registration issued by the Registrar of Firms, in case the firm is registered;

(iv) in the case of a company intended to be registered as a company limited by guarantee, a copy of the resolution declaring the amount of guarantee;

(v) written consent or No Objection Certificate from all the secured creditors of the applicant;

(vi) written consent from the majority of members whether present in person or by proxy at a general meeting agreeing for such registration;

(vii) an undertaking that the proposed directors shall comply with the requirements of the Indian Stamp Act, 1899 (2 of 1899), as applicable;

(viii) a copy of the latest income tax return of the Limited Liability Partnership or firm, as the case may be.

(c) In case of an application by a society for registration as a company limited by guarantee under section 8-

(i) a list showing the names, addresses and occupations of all persons, who on a day, not being more than six clear days before the day of seeking registration, were members of the society with proof of membership;

(ii) a list showing the particulars of persons proposed as the first directors of the company, alongwith DIN, passport number, if any, with expiry date, residential addresses and their interests in other firms or bodies corporate along with their consent to act as directors of the company;

(iii) a list containing the names and addresses of the members of the governing body of the society;

(iv) a certified copy of the certificate of registration of the society;

(v) written consent or No Objection Certificate from all the secured creditors of the applicant;

(vi) written consent .from the majority of members whether present in person or by proxy at a general meeting agreeing for such registration, and the resolution shall also provide for declaration of the amount of guarantee;

(vii) an undertaking that the proposed directors shall comply with the requirements of the Indian Stamp Act, 1899 (2 of 1899) as applicable;

(viii) a copy of the latest income tax return of the society;

(ix) details of the objects of the company alongwith a declaration from all the members that the restrictions and prohibitions as mentioned in clause (b) and clause (c) of sub-section (1) of section 8 of the Act shall be complied.

(d) In case of an application by a trust for registration as a company limited by guarantee under section 8-

(i) a list showing the names, addresses and occupations of all persons, who on a day, not being more than six clear days before the day of seeking registration, were trustees of the trust with proof thereof;

(ii) a list showing the particulars of persons proposed as the first directors of the company, alongwith DIN, passport number, if any, with expiry date, residential addresses and their interests in other firm or body corporate along with their consent to act as directors of the company;

(iii) a certified copy of the certificate of registration of the trust and the trust deed;

(iv) written consent or No Objection Certificate from all the secured creditors of the applicant;

(v) written consent from the majority of members whether present in person or by proxy at a general meeting agreeing for such registration, and the resolution shall also provide for declaration of the amount of guarantee;

(vi) an undertaking that the proposed directors shall comply with the requirements of the Indian Stamp Act, 1899 (2 of 1899) as applicable;

(vii) a copy of the latest income tax return of the trust;

(viii) details of the objects of the company alongwith a declaration from all the members that the restrictions and prohibitions as mentioned in clause (b) and clause (c) of sub-section (1) of section 8 of the Act shall be complied.

(3) Where an application is made by a society or trust for registration as a company limited by guarantee and it has been proved to the satisfaction of the Registrar that the proposed company has its objects in accordance with clause (a) of subsection (1) of section 8 of the Act and it intends to comply with the restrictions and prohibitions as mentioned respectively in clause (b) and clause (c) of that sub-section, the Registrar shall issue a license in Form No. INC. 16 to allow such society or trust to be registered as a limited company without the addition to its name of the word “Limited”, or as the case may be, the words “Private Limited” and thereupon issue a certificate of incorporation in terms of sub-rule (4) of rule 4 on an application submitted under Chapter II of the Act for incorporation of a company:

Provided further that a society which has not filed the annual or other returns, statutorily required to be filed with the Registrar of Societies, shall not be eligible to apply for registration under section 366 of the Act.

(4) An undertaking from all the members or partners or trustees providing that in the event of registration as a company under Part I of Chapter XXI of the Act, necessary documents or papers shall be submitted to the registering or other authority with which the company was earlier registered, for its dissolution:

Provided that no such undertaking shall be required to be submitted in case the application for registration under Part I of Chapter XXI of the Act has been made by a Limited Liability Partnership registered under the Limited Liability Partnership Act, 2008 (6 of 2009).

(5) The list of members and directors and any other particulars relating to the company which are required to be delivered to the Registrar shall be duly verified by the declaration of any two or more proposed directors.]

4. Obligation of companies seeking registration to make publication.– (1) For the purpose of clause (b) of section 374 of the Act, every ‘company’ seeking registration under the provision of Part I of Chapter XXI shall publish an advertisement about registration under the said Part, seeking objections, if any within twenty one clear days from the date of publication of notice and the said advertisement shall be in Form No. URC. 2, which shall be published 6[in a newspaper in English and in ay vernacular language, circulating in the district in which 7[Limited Liability Partnership, firm, society or trust, as the case may be, is situated]].

(2) A copy of the notice, as published and the copy of the notice served on Registrar (LLP) 8[Registrar of Firms, Registrar of Societies or Registrar of Trust, as the case may be] along with proof of service, shall be attached with Form No. URC. 1.

(3) The Registrar shall, after considering the application and the objections, if any, received by him within thirty days from the date of publication of advertisement, and after ensuring that the company has addressed the objections, suitably decide whether the registration should or should not be granted.

(4) If the Registrar is satisfied on the basis of documents and information filed by the applicants, decides that the applicant should be registered, he shall issue a certificate of incorporation in Form No. INC.11.

5. Other obligations of companies seeking registration.– For the purpose of clause (d) of section 374 of the Act,—

9[10[(i) where a firm, society or trust has obtained a certificate of registration under section 367 of the Act, an intimation to this effect shall be given within fifteen days of such registration to the concerned Registrar of Firms, Registrar of Societies or Registrar of Trusts, as the case may be, under which it was originally registered, along with documents for its dissolution as a firm, society or trust as the case may be]];

(ii) statement of accounts, prepared not later than fifteen days preceding the date of seeking registration and certified by the Auditor together with the Audited Financial Statements of the previous year, wherever applicable shall be attached with Form No.URC. 1:

Provided that if the assets of the existing company during the immediately preceding three years are revalued for the purpose of vesting of its assets with the company to be incorporated under this Act, the surplus arising out of such revaluation shall not be deemed to have been credited to the capital account or current account of partners.

(iii) notice shall be given to the 11[Registrar of firms] 12[Registrar of Societies or Registrar of Trusts, as the case may be] under which it was originally registered and shall require that objections, if any to be made by such concerned 13[Registrar of Firms] 14[Registrar of Societies or Registrar of Trusts, as the case may be] to the Registrar, shall be made within a period of twenty-one days from the date of such notice, failing which it shall be presumed that they have no objection and the notice shall disclose the purpose and substance of matters in relation to objections;

(iv) in case of the registration of Limited Liability Partnership into a company under these rules, a declaration by the said Limited Liability Partnership that it has filed all documents which are required to be filed under the Liability Partnership Act with the Registrar (LLP) and the declaration shall be attached with Form No. URC. 1;

(v) 15[a statement of proceedings, if any, by or against the 16[Limited Liability Partnership, firm, society or trust] as the case may be] which are pending in any court or any other Authority shall be attached with Form No. URC. 1.

17[(vi) in case a society or trust intending to register as a company under section 366 of the Act is registered under section 12A of the Income Tax Act, 1961 (43 of 1961) for claiming exemption on its income, an intimation in this regard shall be sent to the Income- tax authorities and proof of its service shall be attached with Form No. URC. 1;.

(vii) upon registration of a society or trust as a company under the Act, no application for conversion into a company of any other kind, except conversion from a private company to a public company or vice-versa, shall be made till the expiry of a period of ten years from the date of incorporation under the Act.

(viii) no application for registration as a company under the Act shall be made by a trust during the pendency of any proceedings under section 92 of the Code of Civil Procedure (5 of 1908).]

[F. No. 01/35/2013-CL-V]
RENUKA KUMAR, Jt. Secy.

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Reference:
  1. Last amendment on 05.07.2018[]
  2. Substituted by the Companies (Authorised to Register) Amendment Rules, 2016 vide Notification No. G.S.R.563(E) dated 31st May, 2016, w.e.f. 31.05.2016, for the sub-rule “(1) These rules may be called the Companies (Authorised to Registered) Rules, 2014.“.[]
  3. Inserted by the Companies (Authorised to Register) Amendment Rules, 2016 vide Notification No. G.S.R.563(E) dated 31st May, 2016, w.e.f. 31.05.2016.[]
  4. Inserted by the Companies (Authorised to Register) Second Amendment Rules, 2018 vide Notification No. G.S.R. 613(E) dated 5th July, 2018, w.e.f. 15.08.2018.[]
  5. Substituted by the Companies (Authorised to Register) Second Amendment Rules, 2018 vide Notification No. G.S.R. 613(E) dated 5th July, 2018, w.e.f. 15.08.2018, for rule-3:

    “3. (1) For the purposes of sub-section (2) of section 366 of the Act, the provision of Chapter II relating to incorporation of company and matters incidental thereto shall be applicable mutatis mutandis for such registration:

    Provided that there shall be seven or more members for the purposes of registration of a company under this sub-rule.

    (2) A company after obtaining availability of name in terms of the provisions of section 4 of the Act, shall attach the required documents and information to the Registrar along with Form No. URC. 1 in the following manner, namely:—

    (a) For registration as a company limited by shares :

    (i) A list showing the names, addresses, and occupations of all persons named therein as members with details of shares held by them respectively, showing separately shares allotted for consideration in cash and for consideration other than cash alongwith the source of consideration) and distinguishing, in cases where the shares are numbered, each share by its number, who on a day, not being more than six clear days before the day of seeking registration, *[were partners of the Limited Liability Partnership or firm as the case may be];

    (ii) a list showing the particulars of persons proposed as the first directors of the company, their names, including surnames or family names, the DIN, passport number (if any) with expiry date, residential addresses and their interests in other firms or bodies corporate along with their consent to act as directors of the company;

    (iii) an affidavit from each of the persons proposed as the first directors, that he is not disqualified to be a director under sub-section (1) of section 164 and that all the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of his knowledge and belief;

    (iv) a list containing the names and #[addresses of the partners of the Limited Liability Partnership or firm as the case may be];

    @[(v) in case of a firm, deeds of partnership, bye laws or other instrument constituting or regulating the company and duly verified in the manner provided in sub-rule (4) and in case the deed of partnership was revised at any time in the past, copies of the principal and all subsequent deeds including the latest deed, along with the certificate of the registration issued by Registrar of firms, in case the firm is registered.]

    (vi) a statement specifying the following particulars:—

    (i) the nominal share capital of the company and the number of shares into which it is divided;

    (ii) the number of shares taken and the amount paid on each share;

    (iii) the name of the company, with the addition of the word “Limited” or “Private Limited” as the case may require, as the last word or words thereof;

    (vii) written consent or No Objection Certificate from all the secured creditors of the applicant;

    (viii) written consent from the majority of members whether present in person or by proxy at a general meeting agreeing for registration under this part.

    $[(ix) an undertaking that the proposed directors shall comply with the requirements of Indian Stamp Act, 1899 (2 of 1899) as applicable;

    (x) a statement of assets and liabilities of the Limited Liability Partnership or the firm, as the case may be, duly certified by a chartered accountant in practice made as on a date not earlier than thirty days of the filing of form No.URC-1;

    (xi) a copy of latest income tax return of the Limited Liability Partnership or firm as the case may be.]

    (b) For registration as a company limited by guarantee or as an unlimited company:

    (i) a list showing the names, addresses and occupations of all persons, who on a day, not being more than six clear days before the day of seeking registration, were members of the company with proof of membership;

    (ii) a list showing the particulars of persons proposed as the first directors of the company, their names, including surnames or family names, the DIN, passport number (if any) with expiry date, residential addresses and their interests in other firms or bodies corporate along with their consent to act as directors of the company;

    (iii) an affidavit from each of the first directors, that he is not disqualified to be a director under sub-section (1) of section 164 and that all the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of his knowledge and belief;

    (iv) a list containing the names and %[addresses of the partners of the Limited Liability Partnership or firm as the case may be];

    ^[(v) a copy of instrument constituting or regulating the company and duly verified in the manner provided in sub-rule (4) and in case the deed of partnership was revised at any time in the past, copies of principal and all the subsequent deeds including the latest deed, along with the certificate of the registration issued by Registrar of firms if any];

    (vi) in the case of a company intended to be registered as a company limited by guarantee, a copy of the resolution declaring the amount guarantee.

    (vii) Written consent or No Objection Certificate from all the secured creditors of the applicant.

    (viii) Written consent from the majority of members whether present in person or by proxy at a general meeting agreeing for registration under this part.

    **[(ix) an undertaking that the proposed directors shall comply with the requirements of Indian Stamp Act, 1899 (2 of 1899);

    (x) a statement of assets and liabilities of the Limited Liability Partnership or the firm, as the case may be, duly certified by a chartered accountant in practice which is made as on a date not earlier than thirty days of the filing of form No.URC-1;

    (xi) a copy of latest income tax return of the Limited Liability Partnership or firm as the case may be.]

    ***[(3) An undertaking, from all the members or partners providing that in the event of registration as a company under Part I of Chapter XXI of the Act, necessary documents or papers shall be submitted to the registering or other authority with which the company was earlier registered, for its dissolution as a firm.]

    (4) The list of members and directors and any other particulars relating to the company which are required to be delivered to the Registrar shall be duly verified by the declaration of any two or more proposed directors, or two or more *#[designated partners of the Limited Liability Partnership or authorised partners of the firm as the case may be].”

    Reference:

    *Substituted by the Companies (Authorised to Register) Amendment Rules, 2016 vide Notification No. G.S.R.563(E) dated 31st May, 2016, w.e.f. 31.05.2016, for the words “were partners of the Limited Liability Partnership“.

    #Substituted by the Companies (Authorised to Register) Amendment Rules, 2016 vide Notification No. G.S.R.563(E) dated 31st May, 2016, w.e.f. 31.05.2016, for the words “addresses of the Partners of the Limited Liability Partnership“.

    @Substituted by the Companies (Authorised to Register) Amendment Rules, 2016 vide Notification No. G.S.R.563(E) dated 31st May, 2016, w.e.f. 31.05.2016, for the clause “(v) a copy of the Act of Parliament or other Indian law, deed of partnership, bye laws or other instrument constituting or regulating the company and duly verified in the manner provided in sub-rule (4);“.

    $Inserted by the Companies (Authorised to Register) Amendment Rules, 2016 vide Notification No. G.S.R.563(E) dated 31st May, 2016, w.e.f. 31.05.2016.

    %Substituted by the Companies (Authorised to Register) Amendment Rules, 2016 vide Notification No. G.S.R.563(E) dated 31st May, 2016, w.e.f. 31.05.2016, for the words “addresses of the Partners of the Limited Liability Partnership“.

    ^Substituted by the Companies (Authorised to Register) Amendment Rules, 2016 vide Notification No. G.S.R.563(E) dated 31st May, 2016, w.e.f. 31.05.2016, for sub-clause “(v) a copy of the Act of Parliament or other Indian law, bye-laws or other instrument constituting or regulating the company duly verified in the manner provided in rule (4)“.

    **Inserted by the Companies (Authorised to Register) Amendment Rules, 2016 vide Notification No. G.S.R.563(E) dated 31st May, 2016, w.e.f. 31.05.2016.

    ***Substituted by the Companies (Authorised to Register) Amendment Rules, 2016 vide Notification No. G.S.R.563(E) dated 31st May, 2016, w.e.f. 31.05.2016, for the sub-rule “(3) An affidavit, duly notarised, from all the members or partners providing that in the event of registration as a company under Part I of Chapter XXI of the Act, necessary documents or papers shall be submitted to the registering or other authority with which the company was earlier registered, for its dissolution as Limited Liability Partnership.“.

    *#Substituted by the Companies (Authorised to Register) Amendment Rules, 2016 vide Notification No. G.S.R.563(E) dated 31st May, 2016, w.e.f. 31.05.2016, for the words “designated partners of the Limited Liability Partnership“.[]

  6. Substituted by the Companies (Authorised to Register) Amendment Rules, 2016 vide Notification No. G.S.R.563(E) dated 31st May, 2016, w.e.f. 31.05.2016, for the words “in a newspaper and in English and in the principal vernacular language of the district in which Limited Liability Partnership is in existence and circulated in that district“.[]
  7. Substituted by the Companies (Authorised to Register) Second Amendment Rules, 2018 vide Notification No. G.S.R. 613(E) dated 5th July, 2018, w.e.f. 15.08.2018, for the words “Limited Liability Partnership or the firm as the case may be is situate”.[]
  8. Inserted by the Companies (Authorised to Register) Second Amendment Rules, 2018 vide Notification No. G.S.R. 613(E) dated 5th July, 2018, w.e.f. 15.08.2018.[]
  9. Substituted by the Companies (Authorised to Register) Amendment Rules, 2016 vide Notification No. G.S.R.563(E) dated 31st May, 2016, w.e.f. 31.05.2016, for clause “(i) where a Limited Liability Partnership has obtained a certificate of registration under section 367, an intimation to this effect shall be given, within fifteen days of such registration to the concerned Registrar (LLP) under which it was originally registered, along with necessary documents or papers for its dissolution as Limited Liability Partnership“.[]
  10. Substituted by the Companies (Authorised to Register) Second Amendment Rules, 2018 vide Notification No. G.S.R. 613(E) dated 5th July, 2018, w.e.f. 15.08.2018, for the clause “(i) where a firm has obtained a certificate of registration under section 367, an intimation to this effect shall be given, within fifteen days of such registration to the concerned Registrar of firms under which it was originally registered, along with papers for its dissolution as a firm“.[]
  11. Substituted by the Companies (Authorised to Register) Amendment Rules, 2016 vide Notification No. G.S.R.563(E) dated 31st May, 2016, w.e.f. 31.05.2016, for the words “concerned Registrar (LLP)“.[]
  12. Inserted by the Companies (Authorised to Register) Second Amendment Rules, 2018 vide Notification No. G.S.R. 613(E) dated 5th July, 2018, w.e.f. 15.08.2018.[]
  13. Substituted by the Companies (Authorised to Register) Amendment Rules, 2016 vide Notification No. G.S.R.563(E) dated 31st May, 2016, w.e.f. 31.05.2016, for the words “Registrar of Companies (LLP)“.[]
  14. Inserted by the Companies (Authorised to Register) Second Amendment Rules, 2018 vide Notification No. G.S.R. 613(E) dated 5th July, 2018, w.e.f. 15.08.2018.[]
  15. Substituted by the Companies (Authorised to Register) Amendment Rules, 2016 vide Notification No. G.S.R.563(E) dated 31st May, 2016, w.e.f. 31.05.2016, for the words “a statement of proceedings, if any, by or against the Limited Liability Partnership“.[]
  16. Substituted by the Companies (Authorised to Register) Second Amendment Rules, 2018 vide Notification No. G.S.R. 613(E) dated 5th July, 2018, w.e.f. 15.08.2018, for the words “Limited Liability Partnership or the firm“.[]
  17. Inserted by the Companies (Authorised to Register) Second Amendment Rules, 2018 vide Notification No. G.S.R. 613(E) dated 5th July, 2018, w.e.f. 15.08.2018.[]