REGISTERING COMPANIES AUTHORISED TO REGISTER

Part – I of Chapter XXI deals with companies authorizes to register under this Companies Act, 2013.

Any company formed under any law for the time being in force duly constituted according to law and consisting of seven or more members may at any time register under this Act as a company. This registration shall not be invalid by reason only that it has taken place with a view to the companies being wound up. We have discussed these provisions of Section 366 of the Companies Act, 2013 .

The Companies (Authorised to Registered) Rules 2014 supplement the provisions of the Companies Act

2014.

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. [Rule 3(1) of the Companies (Authorised to Registered) Rules 2014]

There shall be seven or more members for the purposes of registration of a company under this sub – rule. [Proviso to Rule 3(1) of the Companies (Authorised to Registered) Rules 2014]

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 URC – 1 in the following manner, namely:—

1. For registration as a company limited by shares :
   1. 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;
   2. 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;
   3. 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;
   4. a list containing the names and addresses of the Partners of the Limited Liability Partnership;
   5. 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)
   6. a statement specifying the following particulars:—
      1. the nominal share capital of the company and the number of shares into which it is divided;
      2. the number of shares taken and the amount paid on each share;
      3. 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;
   7. written consent or No Objection Certificate from all the secured creditors of the applicant;
   8. written consent from the majority of members whether present in person or by proxy at a general meeting agreeing for registration under this part.
2. For registration as a company limited by guarantee or as an unlimited company:
   1. 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;
   2. 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;
   3. 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;
   4. a list containing the names and addresses of the Partners of the Limited Liability Partnership;
   5. 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);
   6. 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.
   7. Written consent or No Objection Certificate from all the secured creditors of the applicant.
   8. Written consent from the majority of members whether present in person or by proxy at a general meeting agreeing for registration under this part. [Rule 3(2) of the Companies (Authorised to Registered) Rules 2014]

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. [Rule 3(3) of the Companies (Authorised to Registered) Rules 2014]

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. [Rule 3(4) of the Companies (Authorised to Registered) Rules 2014]