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, 1[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 2[addresses of the Partners
of the Limited Liability Partnership or firm as the case may
be;]
3[(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 pasf 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.
4[(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 {iling 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 5[addresses of the Partners of the
Limited Liability Partnership or firm as the case may be;]
6[(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.
7[(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 ftm, 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
rro.URC-1;
(xi) a copy of
latest income tax retuln of the Limited Liability Partnership or firm as the
case may be.]
8[(3) An undertaking, from all the members or
partners providing that in the event of regishation 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" (ii) in sub-rule (4) for the words "designated
partners of the Limited Liability Partnership" the words "designated partners of
the Limited Liability Partnership or authorised partners of the firm as the case
may be" shall be substituted']
(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.
Amendments
1. Substituted by Notification
Dated 31st May, 2016.
In sub-clause (i), for the
words,
"were partners of the Limited Liability Partnership",
the words "
the following words shall be
substituted, namely;
"were partners of the Limited Liability
Partnership or firm as the case may be"
2. Substituted by Notification
Dated 31st May, 2016.
In sub-clause (iv), for the
words,
"addresses of the partners of the Limited Liability
Partnership"
the following words shall be
substituted, namely;
"addresses of the partners of the
Limited Liability Partnership or firm as the case may be"
3. Substituted by Notification
Dated 31st May, 2016
For sub-clause (v),
"(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)"
the following shall be substituted,
namely;
"(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 pasf 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"
4. Inserted by Notification
Dated 31st May, 2016
5. Substituted by Notification
Dated 31st May, 2016.
In clause (b), in sub-clause (iv) for the words
"addresses of the partners of the Limited Liability
Partnership"
the following words shall be
substituted, namely;
"addresses of the partners of the
Limited Liability Partnership or firm as the case may be"
6. Substituted by Notification
Dated 31st May, 2016.
For sub-clause (v),
"(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)":
the following sub-clause shall be
substituted, namely;
"(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";
7. Inserted by Notification
Dated 31st May, 2016.
8. Substituted by Notification
Dated 31st May, 2016.
In rule 3 of the principal rules, for sub-rule
(3),
"(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."
the following
sub-rule shall be substituted, namely;
(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" (ii) in sub-rule (4) for the words "designated partners
of the Limited Liability Partnership" the words "designated partners of the
Limited Liability Partnership or authorised partners of the firm as the case may
be" shall be substituted'