Companies Rules - Authorised to Register

The Companies (Authorised to Register) Rules were set by the Government of India (GoI) and have been amended from time to time. The Authorised to Register rules allow a firm, LLP, society, or trust to register as a limited company. They permit registration without adding the 'limited' or 'private limited' in its name. This article details the Companies (Authorised to Register) Rules. The firm, LLP, society, or trust applying for registration should consist of two or more members for registration purposes. A company with fewer than seven members can register as a private company.

Necessary Information

A company must attach the necessary information and documents in Form URC-1 to the

Registrar.

Application by LLP or Firm by Shares

If a Limited Liability Partnership (LLP) or a Firm makes an application for registration by shares as a company limited, then the following are the necessary information or attachments:

A list of the partners' names, addresses and occupations. It should also contain the shares which each partner holds. It should show the alloted shares for consideration in cash and also for consideration other than cash. There should be the source of the consideration is necessary. If there is a numbering of the shares, then it is necessary to attach the shares by numbers by mentioning who on which day. They account for it for six days before registration.
If it is a firm, it requires the partnership deed, Bye-laws or other instruments that constitute or regulate the firm. However, if there was a revision of the partnership deed, then all the subsequent deeds. If it is a registered firm, then the certificate of registration from the Registrar of Firms

Application by LLP or Firm by Guarantee

If a Limited Liability Partnership (LLP) or a Firm makes an application for registration by guarantee as a company limited or as an unlimited company, the following are the necessary information or attachments:

The list of all the persons' names, addresses and occupations who are partners to the LLP or firm at least 6 days before the registration. They should also submit proof of membership.
If it is a firm, it requires the partnership deed, Bye-laws or other instruments that constitute or regulate the firm. However, if there was a revision of the partnership deed, then all the subsequent deeds. If it is a registered firm, then the certificate of registration from the Registrar of Firms
If the company intends to be a limited company by guarantee, then a copy of the resolution detailing the amount of guarantee.

Application by a Society by Guarantee

If a society makes an application for registration by guarantee as a company limited, then the following are the necessary information or attachments:

The list of all the persons' names, addresses and occupations who are members of the society at least 6 days before the registration. They should also submit proof of membership
A list of the names and addresses of the members who are the governing body of the society
The certificate of registration of the society. It should be a certified photocopy.
Complete details regarding the objects of the company. A declaration of the members that they comply with the prohibitions or restrictions of Section 8 of Companies Act, 2013

Application by a Trust by Guarantee

If a trust makes an application for registration by guarantee as a company limited, then the following are the necessary information or attachments:

The list of all the persons' names, addresses and occupations who are trustees of the trust at least 6 days before the registration. They should also submit proof that they are trustees of the trust
A certified photocopy of the trust deed and the registration certificate of the trust
Complete details regarding the objects of the company. A declaration of the members that they comply with the prohibitions or restrictions of Section 8 of Companies Act, 2013

General Provisions

The following are the general provisions for all the above applications under the Companies authorised to register rules:

Details of the list of the proposed first directors along with the Director Identification Number (DIN) and Passport number with its expiry date. Their residential address and their interests in another body corporate or firm. It is also necessary to submit their consent to act as a director
No objection certificate or written consent from the applicant's secured creditors
Written consent from the majority of members present at the general meeting, either in person or by proxy, agreeing to the registration
A resolution for declaring the amount of guarantee
An undertaking regarding that the proposed directors will oblige to the requirements of the Indian Stamp Act, 1899
Photocopy of the income tax return

If the application of society or trust satisfies the Registrar, then he will issue a license in Form INC-16. This lets the society or the trust register as a limited company and issue the incorporation certificate. However, the society which does not file the annual or any other return, then it is not applicable for registration. The member, partner or trustees should submit the registration application to the authority of the previously registered company. This is for the company's dissolution. However, in the case of LLP, it is not necessary to apply. The Registrar will verify the list of members, directors or any other particular through the declaration of the proposed directors. Form INC-16 is below for reference:

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Obligation of Companies that Seek Registration to Make Publication

Every company that has applied for registration must publish an advertisement regarding the registration. This is for seeking any objections. The advertisement is to be published in an English newspaper and in a vernacular newspaper that is circulated widely in the district where the company to be registered is present. The objections are to be made within 21 days of publication of the advertisement in Form URC-2. The Registrar should receive a copy of the advertisement. The should be an attachment of proof of service in Form URC-1. The Registrar, after considering the application and the objections, decides regarding registration within 30 days of publication of the advertisement. If the necessary information and documents satisfy the Registrar, then he will issue a certificate in Form INC-11. Form INC-11 is below for reference:

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Other Obligation

A Firm, trust or society which has a registration certificate under Section 367 of the Companies Act, 2013 will intimate the concerned Registrar regarding this registration within 15 days of the new registration. They should intimate along with the documents necessary for its dissolution. The concerned Registrar of the firm, trust or society will receive a notice. This lets the concerned Registrars make objections to the Registrar of Companies. They should make the objections within 21 days of receiving the notice. The registering LLP must submit a declaration stating that all the documents are attached pertaining to the Liability Partnership Act. If there are any pending proceedings in any court or authority, then it requires the statement of such proceedings. The firm, LLP, society or trust that is for registration must submit a statement of records prepared at least 15 days before registration. The

Auditor should certify this along with the previous year audited financial statements. However, if there is a revaluation of the assets, then such will not go into the partners' current or capital account. The society or trust registered under the Income Tax Act claiming the exemption of tax must inform the Income Tax authorities. They shall attach the proof of its services along with the Form. Conversion of a public company to a private company and vice versa can take place. But no other conversion can take place. Such conversion is possible until the expiry of 10 years from the incorporation date. A trust cannot make the application if it has any pending case in its name. Forms URC-1 and URC-2 can be accessed below:

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Frequently Asked Questions

Common questions about Companies Rules.

The Companies (Authorised to Register) Rules allow firms, LLPs, societies, or trusts to register as limited companies without adding the words 'limited' or 'private limited' to their names. These rules facilitate the registration process for existing non-corporate entities to become companies.

Any firm, Limited Liability Partnership (LLP), society, or trust consisting of two or more members can apply for registration as a limited company under the Authorised to Register Rules.

An LLP or firm applying for registration by shares must provide a list of partners' names, addresses, occupations, and their respective shareholdings, including details of shares allotted for cash and non-cash considerations. They must also submit their partnership deed, bye-laws, or other constituting documents.

A society applying for registration by guarantee must provide a list of its members' names, addresses, and occupations, along with proof of membership, details of the governing body members, a certified copy of the society's registration certificate, and a declaration of compliance with Section 8 of the Companies Act, 2013.

Companies applying for registration must publish an advertisement in English and a vernacular newspaper, seeking objections within 21 days. A copy of the advertisement and proof of service should be submitted to the Registrar along with Form URC-1.

The Registrar will consider the application and any objections received within 30 days of the advertisement's publication. If the necessary information and documents are satisfactory, the Registrar will issue a certificate of incorporation in Form INC-11.

Registered entities must intimate the concerned Registrar about their new registration within 15 days, along with documents for dissolution. They must also submit audited financial statements, a statement of records, and notify income tax authorities if claiming tax exemption.

Yes, conversion of a public company to a private company and vice versa is possible under the Authorised to Register Rules, but only within 10 years from the date of incorporation.

Yes, a trust cannot apply for registration if it has any pending legal cases in its name.

The article provides links to access the necessary forms, such as Form URC-1, Form URC-2, Form INC-11, and Form INC-16, which are essential for the registration process under the Authorised to Register Rules.