Chapter XXI -The Companies (Authorised to Registered )Rules, 2014. - File No. 01/35/2013 CL-V - Companies Law

[To be Published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-Section (i)] Government of India Ministry of Corporate Affairs NOTIFICATION New Delhi, the 31st March, 2014 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 (1) These rules may be called the Companies (Authorised to Registered) 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. (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. 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 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; (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; (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) (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. (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; (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); (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. (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. (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 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 in a newspaper and in English and the in the principal vernacular language of the district in which Limited Liability Partnership is in existence and circulated in that district. (2) A copy of the notice, as published and the copy of the notice served on Registrar (LLP) 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 in 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 ,- (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; (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 concerned Registrar (LLP) under which it was originally registered and shall require that objections, if any to be made by such concerned Registrar of Companies (LLP) 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) a statement of proceedings, if any, by or against the Limited Liability Partnership which are pending in any court or any other Authority shall be attached with Form No. URC. 1 FORM URC [File No. 01/35/2013 CL-V] (Renuka Kumar) Joint Secretary to the Govt of India