THE COMPANY AUTHORIZED TO BE REGISTERED UNDER THIS ACT
Section 366: The Company Authorized to be Registered under this Act.
1, The word “company ” includes Limited Liability partnership, which defines Limited Liability Partnership includes partnership firm that can be any, cooperative society and authorized company to be registered under this Act, any other business entity formed under any other law for the time being in force that applies under this part for registration.
2, The exceptions and to the provisions subject that the section contained, any company formed, whether after or before this commencement of Act, in pursuance of any of parliament of this Act or any other law that was in force or being otherwise being duly constituted according to the law, and consisting of more and seven members, may at any time under this registered as an unlimited company, or as a company that was limited by shares, or as a company limited by guarantee, in such manner that may be described and the registration that shall not be invalid by only reason that has taken place with the company view being wound up.
The Companies (Authorized to Registered) Rules, 2014.
3, The purposes of sub-section (2) of section 366 of the Act, the II Chapter provision relating to company incorporation and incidental thereto matters shall be applicable mutatis mutandis for such registration.
There shall be seven or more members for this Company Registration purpose under this sub-rule.
After obtaining a company for name availability in terms of the section 4 provisions of the Act, shall attach the required information’s and documents to the Registrar along with Registrar along with Form No. URC.1 in the following manner, namely:-
A Company limited by shares for Registration.
- A list that should contain the names, addresses, occupations and names of every persons named therein as detailed shares with respective members that was held which shows individually allotted shares for cash consideration and for consideration other than cash along with the consideration source and distinguishing, in cases where the numbered shares, each numbered shares, who on a day, that was not more than six clear days before the day of seeking registration, were Limited Liability Partnership.
- A list which includes the person’s particulars proposed as the company first director, which should include their names, surnames or family names, the passport, the DIN, with an expiry date, residential address and other firms with their interest or bodies corporate along with their consent to act as company directors.
- Each person affidavit declared as the first directors, which he is not disqualified to be a director under sub-section (1) of section 164 and that every document filed with the Registrar of company registration should contain correct and complete information and should be true according to his belief and knowledge.
- A list should include the addresses and the names of the Limited Liability Partnerships
- An act of parliament copy or other Indian Law, partnership deed, bye-laws or constituting other instrument or regulating the company and duly verified in the manner which sub-rule(4) provided
- The following particulars which statement should specify;
The company’s capital nominal share and the number of shares should be divided.
B, The number of shares to be taken and each share amount should be paid.
C, The company name in addition to the word “Limited” or “Private Limited” as the case may require, as the words or the last words thereof;
D, No Objection Certificate or written consent from all the applicant secured creditors.
E, The majority of members from the written consent whether appeared in person or by proxy at a general meeting accepting for registration under this part.
B, For company registration as limited by guarantee or as an unlimited company.
1, A-List should include the addresses, the names and all person occupations, who on a day should not be more than six clear days before the day of seeking registration, were company members with membership proof.
- A List showing particular persons declared as the company’s first directors, their names, including family names or surnames, the passport number ( if any) with the expiry date, the DIN, their interests in other firms, residential addresses or bodies corporate along with their consent to act as a company director.
iii. An affidavit from first directors each that is not disqualified to be a director under section 164 of sub-section (1) and that every document filed with the Registrar for company registration contain information which is correct and complete and true according to his belief and knowledge;
- A list should include the addresses of the Partners of the Limited Liability partnership and their names.
- An Act of Parliament copy or other Indian Law, bye-laws or other instrument regulating or constituting the company verified duly in the manner provided in the rule (4);
- In the case of a company intended to be registered as a company limited by guarantee, a resolution copy declaring the guarantee amount.
Vii. Written consent without Objection Certificate from every applicant secured creditors.
viii. Written consent from the majority of members whether present in person or by general meeting proxy agreeing under this part for registration.
Ix, A duly notarized affidavit, from every members or partner providing that in the event registration as a company under Part I of Chapter XX1 of the Act, important papers or documents shall be submitted to other authority or registering with which the company was registered earlier as a Limited Liability partnership for its dissolution.
- The member’s list and any other particulars and directors relating to the company that is required to the Registrar to be delivered shall be duly verified by any two declarations or more proposed directors, two or more Limited Liability Partnership designated partners.
Provided that –
1, A registered company under the Indian Companies Act, 1882 (6 of 1882) or under the Indian Companies Act, 1913 (7 of 1913) or the Companies Act, 1956(1 of 1956) shall not be registered in this section pursuance.
2, A company having limited liability members by any Act of parliament other than this Act or by any other law for the time that was not in force shall not register in this pursuance section as an unlimited company or as a limited company by guarantee.
3, A company can be registered in this pursuance of this section as a limited company by shares only if it has a paid-up which is permanent or nominal share of fixed amount capital divided into shares, also of fixed amount or held and stock transferable or divided and party held in the only way and in the other partly and in the other partly and formed on the principle for having its members those shareholders or that stock without any persons,
4, A company shall not be registered in this pursuance of this section without the majority assent of such of its members as are present in person, or where proxies are allowed, by proxy, summoned for the purpose at a general meeting.
5, A company not having its liability members limited by any Act of parliament or any other law for the time that was in force is about to register as a limited company the is majority required to assent as aforesaid shall consist of not less than three-fourths of the members present in person, or where proxies are allowed, by proxy, at the meeting.
- A company is about to register as a company limited by guarantee, the assent to it’s being so registered shall be accompanied by a resolution declaring that each member undertakes to contribute to the company assets in the event of being wound up while he is a member or within one year after he ceases to be a member, for debts payment and company liabilities of such debts and liabilities may have been contracted before he ceases to be a member, and of the charges, the costs and winding up expenses and for the rights adjustment among themselves of the contributors, such amount may be needed, should not exceed a specified amount.
In computing any majority needed sub-section (1) for the purposes, when a poll is conducted, regard shall be had to the vote’s number to which each member entitled according to the company regulations.
SECTION 367: Certificate of existing companies of registration.
With the requirements of this Chapter on compliance in accordance to registration, and on such fee payment if any, as are payable under section 403, the Registrar shall certify under his hand that the company applying for registration as a company incorporated under this Act, and in the limited company case that it is limited and thereupon the company shall be so incorporated.
SECTION: 368: Vesting of property for registration.
All immovable and movable property (including claims which is actionable), vested in a company or belonging to at its registration date in this part of pursuance, shall, on such registration vest and pass to in the company under this Act as incorporated for all the interest and estate of the company therein.
SECTION 369: Existence liabilities Saving:
The company registration pursuance of this part shall not affect its liabilities or assets in accordance of any obligation or of any debt incurred, or any contract entered into, to, by, with, or on behalf of, the company before registration.
SECTION 370: PENDING LEGAL PROCEEDINGS CONTINUATION.
All other legal procedures and all suits taken by or against the company or any public member or officer thereof, that are pending at the registration time of the company in pursuance of this part, that may be continued in the same manner as if the registration that was not taken place.
Provided that execution shall not issue against the property or of any individual person of the company member on any decree or obtained an order in such proceeding or suit, but in the company property event that was not sufficient to satisfy the order or decree may be obtained for winding up the company.
SECTION 371: REGISTRATION EFFECT UNDER THIS PART;
1, If a company is registered in pursuance of this part, sub-sections (2) to (7) shall apply.
- Every provisions in any Act of Parliament or any other law for the time that was in force or any other instrument regulating or constituting the company, including in a case of a company registered as a company limited by guarantee, the resolution declaring the amount of guarantee shall be deemed to company’s conditions and regulations in the same manner and with the same incidents so much thereof as would, if the company that had been formed under this Act, have been required to be inserted in the memorandum, were contained in registered memorandum, and the residue was contained in registered articles thereof.
3, All these provisions of Act shall apply to the company and the contributors, the members and the creditors thereof, in the same manner in every respects as if it had been formed under this Act, subject as follows:-
A, Table F in schedule I shall not apply unless and except in so far as it is adopted by special resolution.
B, This Act provisions relating to the number of shares shall not apply to any company whose shares are not numbered.
C, In the event of company being wound up, every person shall be a contributory in respects of all liabilities and debts of the company contracted before registration, who is liable to pay or to contribute to the payment of any debt or liability of the company contracted before registration or contribute or to pay to the payment of charges, costs and expenses of company winding up, so far as relates to such liabilities or debts as aforesaid.
In the company event being wound up, every person shall be liable to the company assets in course of winding up, all sums due from him in respect of any such liability as aforesaid, and in the event of the insolvency of any contributory or death, the provisions of this Act with respect to the deceased contributors to the legal representatives, or with respect to the assigned insolvent contributories assignees, as the case may be, shall apply
4, The provisions of this Act with respect to-
A, An unlimited company registration as a limited company.
B, An unlimited company powers on registration as a limited company to increase its share capital nominal amount and to provide that share capital portion shall not be capable of being called up except in the winding up the event.
- The limited company power to determine that its share capital portion shall not be capable of being called up except in the winding up the event shall apply, in any Act of parliament notwithstanding or any other law for the time that was in force or other instrument regulating or constituting the company.
- Nothing in this section shall authorize the company to any such provisions to be altered contained in any instrument regulating or constituting the company as would if the company has originally formed under this Act, have been required to be contained in the memorandum and are not authorized to be altered by this Act.
- None of the provision of this Act (apart from those of section 242 ) shall derogate from any power of altering its regulations or constitutions which may be vested in the company, by virtue of any Parliament Act or any other law for the time that was in force, or any other instrument regulating or constituting the company
- In this section, this expression “instrument” includes settlement deed, partnership deed, or limited liability partnership.