Companies Rules – Authorised to Register
Companies Rules – Authorised to Register
The Companies (Authorised to Register) Rules were set by the Government of India (GoI) and has been amended from time to time. The Authorised to register rules allows the firm, LLP, society or trust to register as a limited company. It permits the registration without adding the ‘limited’ or ‘private limited’ in its name. This article deals with the Companies (Authorised to Register) Rules in detail.
The firm, LLP, society or trust apply for registration should consist of two or more members for the registration purpose. The company members lesser than seven, 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 following are the necessary information or attachments:
- A list of the partners’ names, address and occupation. It should also contain the shares which each partner hold. 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 share, then it necessary to attach the shares by numbers by mentioning who on which day. They account 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, address and occupation who are partners to the LLP or firm at least 6 days before the registration. They should also submit the 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 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, address and occupation who are members of the society at least 6 days before the registration. They should also submit the proof of membership
- A list of the names and address 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, address and occupation who are trustees of the trust at least 6 days before the registration. They should also submit the 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 application under the Companies authorised to register rules are:
- Details of the list of the proposed first directors along with that 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 members present at the general meeting either in person or by proxy agreeing to the registration
- A resolution for a 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 to register as a limited company and issues 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:
INC-16
Obligation of Companies that Seek Registration to make Publication
Every company that has applied for registration must publish an advertisement regarding the registration. This 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:
$$Form INC-11Other 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 intimate 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:
NCARules_Chapter21