valid as on 13/11/2018

Section 374. Obligations of companies registering under this Part
Effective from 01-04-2014 and font in blue from 15-08-2018

Every  which is seeking registration under this Part shall,—

(a) ensure that secured creditors of the company, prior to its registration under this Part, have either consented to or have given their no objection to company’s registration under this Part;
(b) publish in a newspaper, advertisement one in English and one in vernacular language in such form  giving notice about registration under this Part, seeking objections and address them suitably;
(c) file an affidavit, duly notarised, from all the or partners to provide that in the event of registration under this Part, necessary documents or papers shall be submitted to the registering or other authority with which the company was earlier registered, for its dissolution as partnership firm, limited liability partnership, cooperative society, society or any other business entity, as the case may be.
(d) comply with such other conditions

upon registration as a company under this Part a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008 shall be deemed to have been dissolved under that Act without any further act or deed.

Company means a company incorporated under this Act or under any previous company law
Refer rule 4 and Form Nos. URC1, URC 2 of the Companies (Authorised to Registered) Rules, 2014. To view the rule,Click Here
2(55) Member, in relation to a company, means—

(i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration, shall be entered as member in its register of members;

(ii) every other person who agrees in writing to become a member of the company and whose name is entered in the register of members of the company;

(iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository

Refer rule 5 and Form No. URC-1 of the Companies (Authorised to Registered) Rules, 2014. To view the rule,Click Here
Inserted vide Companies (Amendment) Act, 2017 dated 03.01.2018 w.e.f., 15.08.2018. To view the notification,Click Here

21.1.4-Companies (Authorised to Registered) Rules,2014

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 which shall be published in a newspaper and in English and in the principal vernacular language of the district in which Limited Liability Partnership

(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

(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 is 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

To view the Form, Click Here
substituted vide notification dated 31st may, 2016. To view the notification,Click Here
Inserted vide The Companies (Authorised to Register) Second Amendment Rules, 2018 dated 5.07.2018 w.e.f., 15.08.2018. To view the Notification, Click Here
To view the return,Click Here
Substituted vide notification dated 23rd March,2013.To view the return,Click Here

21.1.5-Companies (Authorised to Registered) Rules,2014

5. Other obligations of companies seeking registration.-For the purpose of clause (d) of section 374 of the Act,—

where a firm, society or trust has obtained a certificate of registration under section 367 of the Act, an intimation to this effect shall be given within fifteen days of such registration to the concerned Registrar of Firms, Registrar of Societies or Registrar of Trusts, as the case may be, under which it was originally registered, along with documents for its dissolution as a firm, society or trust as the case may be;

where a firm 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 of firms under which it was originally registered, along with papers for its dissolution as a firm.

(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

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

(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

in case a society or trust intending to register as a company under section 366 of the Act is registered under section 12A of the Income Tax Act, 1961 (43 of 1961) for claiming exemption on its income, an intimation in this regard shall be sent to the Income Tax authorities and proof of its service shall be attached with Form No. URC. 1;.

upon registration of a society or trust as a company under the Act, no application for conversion into a company of any other kind, except conversion from private company to a public company or vice-versa, shall be made till the expiry of a period of ten years from the date of incorporation under the Act.

 no application for registration as a company under this Act shall be made by a trust during the pendency of any proceedings under section 92 of Code of Civil Procedure, 1908. (5 of 1908).

Substituted vide the Companies (Authorised to Register) Second Amendment Rules, 2018 dated 5.07.2018 w.e.f., 15.08.2018. To view the Notification, Click Here
substituted vide notification dated 31st May, 2016. To view the notification,Click Here
Substituted vide, the Companies (Authorised to Register)
Amendment Rules, 2018 dated 16.02.2018. To view the notification,Click Here.To view the return,Click Here
substituted vide notification dated 31st May, 2016. To view the notification,Click Here
Inserted vide the Companies (Authorised to Register) Second Amendment Rules, 2018 dated 5.07.2018 w.e.f., 15.08.2018. To view the Notification, Click Here
substituted vide notification dated 31st May, 2016. To view the notification,Click Here
Inserted vide the Companies (Authorised to Register) Second Amendment Rules, 2018 dated 5.07.2018 w.e.f., 15.08.2018. To view the Notification, Click Here
To view the return,Click Here
Substituted vide the Companies (Authorised to Register) Second Amendment Rules, 2018 dated 5.07.2018 w.e.f., 15.08.2018. To view the Notification, Click Here
substituted vide notification dated 31st May, 2016. To view the notification,Click Here
To view the return,Click Here
Inserted vide the Companies (Authorised to Register) Second Amendment Rules, 2018 dated 5.07.2018 w.e.f., 15.08.2018. To view the Notification, Click Here
Inserted vide the Companies (Authorised to Register) Second Amendment Rules, 2018 dated 5.07.2018 w.e.f., 15.08.2018. To view the Notification, Click Here
Inserted vide the Companies (Authorised to Register) Second Amendment Rules, 2018 dated 5.07.2018 w.e.f., 15.08.2018. To view the Notification, Click Here

Commencement Notification dated 05.07.2018 w.e.f., 15.08.2018


Companies (Authorised to Register) Amendment Rules, 2016. [GSR 563(E)] dated 31/05/2016


Enforcement Notification S.O. 902(E) dated 26/03/2014


The Companies (Amendment) Act, 2017 (Effective from 03.01.2018)


URC-1- Application by a company for registration under section 366 (Conversion of firm into Company and LLP into Company)


URC-2 Advertisement giving notice about registration under Part I of Chapter XXI, effective upto 14.08.2018


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