(1) A of any class registered under this Act may convert itself as a company of other class under this Act by of and of the company in accordance with the provisions of this Chapter.
(2) Where the is required to be done under this section, the shall on an application made by the company, after satisfying himself that the provisions of this Chapter applicable for registration of companies have been complied with, close the former registration of the company and after registering the referred to in sub-section (1), issue a certificate of incorporation in the same manner as its first registration.
(3) The registration of a company under this section shall not affect any debts, liabilities, obligations or contracts incurred or entered into, by or on behalf of the company before conversion and such debts, liabilities, obligations and contracts may be enforced in the manner as if such registration had not been done.
2.1.20-Companies (Incorporation) Rules,2014
20. License for existing companies.-
(1) A limited company registered under this Act or under any previous company law, with any of the objects specified in clause (a) of sub-section (1) of section 8 and the restrictions and prohibitions as mentioned respectively in clause (b) and (c) of that sub-section, and which is desirous of being registered under section 8, without the addition to its name of the word “Limited” or as the case may be, the words “Private Limited”, shall make an application in along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 to the Registrar for a licence under sub-section (5) of section 8.
The application under sub-rule (1), shall be accompanied by the following details and documents, namely:-
(a) the e-Memorandum of Association and e-Article of Association of the company;
(b) the declaration by an Advocate, a Chartered Accountant, Cost Accountant or Company Secretary in Practice, that the memorandum and articles of association have been drawn up in conformity with the provisions of section 8 of the Act and rules made thereunder and that all the requirements of the Act and the rules made thereunder or supplemental thereto have been complied with;
(c) a statement showing in detail the assets (with the values thereof), and the liabilities of the company, as on the date of the application or within thirty days preceding that date;
(d) the certified copy of the resolution passed in general or board meetings approving registration of the company under section 8 of the Act; and
(e) a declaration by each of the persons making the application.
(2) The application under sub-rule (1), shall be accompanied by the following documents, namely:-
(a) the memorandum and articles of association of the company;
(b) the declaration as given in by an Advocate, a Chartered accountant, Cost Accountant or Company Secretary in Practice, that the memorandum and articles of association have been drawn up in conformity with the provisions of section 8 and rules made thereunder and that all the requirements of the Act and the rules made thereunder relating to registration of the company under section 8 and matters incidental or supplemental thereto have been complied with;
(c) For each of the two financial years immediately preceding the date of the application, or when the company has functioned only for one financial year, for such year (i) the financial statements, (ii) the Board’s reports, and (iii) the audit reports, relating to existing companies
(d) a statement showing in detail the assets (with the values thereof), and the liabilities of the company, as on the date of the application or within thirty days preceding that date;
(e) an estimate of the future annual income and expenditure of the company for next three years, specifying the sources of the income and the objects of the expenditure;
(f) the certified copy of the resolutions passed in general/ board meetings approving registration of the company under section 8; and
(g) a declaration by each of the persons making the application in
(3) The company shall, within a week from the date of making the application to the Registrar, publish a notice at his own expense, and a copy of the notice, as published, shall be sent forthwith to the Registrar and the said notice shall be in and shall be published-
(a) at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the proposed company is to be situated or is situated, and circulating in that district, and at least once in English language in an English newspaper circulating in that district;and
(b) on the websites as may be notified by the Central Government.
(4) The Registrar may require the applicant to furnish the approval or concurrence of any appropriate authority, regulatory body, department or Ministry of the Central Government or the State Government(s).
(5) The Registrar shall, after considering the objections, if any, received by it within thirty days from the date of publication of notice, and after consulting any authority, regulatory body, Department or Ministry of the Central Government or the State Government(s), as it may, in its discretion, decide whether the license should or should not be granted.
(6) The licence shall be in or as the case may be, and the Registrar shall have power to include in the licence such other conditions as may be deemed necessary by him.
(7) The Registrar may direct the company to insert in its memorandum, or in its articles, or partly in one and partly in the other, such conditions of the license as may be specified by the Registrar in this behalf.
- Form INC-12 has been revised vide MCA Notification dated 19.01.2023. To view the Notification, Click here. To view the revised Return, Click here.
- Substituted vide the Companies (Incorporation) Sixth Amendment Rules, 2019 dated 07.06.2019 w.e.f., 15.08.2019. To view the Notification, Click Here. To view the Substituted Return, Click Here.
- To view the return,Click Here
2.1.21-Companies (Incorporation) Rules,2014
21. Conditions for conversion of a company registered under Section 8 into a company of any other kind.
(1) A company registered under section 8 which intends to convert itself into a company of any other kind shall pass a special resolution at a general meeting for approving such conversion.
(2) The explanatory statement annexed to the notice convening the general meeting shall set out in detail the reasons for opting for such conversion including the following, namely:-
(a) the date of incorporation of the company;
(b) the principal objects of the company as set out in the memorandum of association;
(c) the reasons as to why the activities for achieving the objects of the company cannot be carried on in the current structure i.e. as a section 8 company;
(d) if the principal or main objects of the company are proposed to be altered, what would be the altered objects and the reasons for the alteration;
(e) what are the privileges or concessions currently enjoyed by the company, such as tax exemptions, approvals for receiving donations or contributions including foreign contributions, land and other immovable properties, if any, that were acquired by the company at concessional rates or prices or gratuitously and, if so, the market prices prevalent at the time of acquisition and the price that was paid by the company, details of any donations or bequests received by the company with conditions attached to their utilization etc.
(f) details of impact of the proposed conversion on the members of the company including details of any benefits that may accrue to the members as a result of the conversion.(2) A certified true copy of the special resolution along with a copy of the Notice convening the meeting including the explanatory statement shall be filed with the Registrar in along with the fee
(3) The company shall file an application in with the Regional Director with the fee along with a certified true copy of the special resolution and a copy of the Notice convening the meeting including the explanatory statement for approval for converting itself into a company of any other kind and the company shall also attach the proof of serving of the notice served to all the authorities mentioned in sub-rule (2) of rule 22.
(4) A copy of the application with annexures as filed with the Regional Director shall also be filed with the Registrar.
- Form INC 18 has been revised vide MCA Notification dated 19.01.2023. To view the Notification, Click here. To view the revised Return, Click here.
- To view the return,Click Here
- Substituted vide MCA Notification dated 19.01.2023 regarding the Companies (Incorporation) Amendment Rules, 2023. To view the Notification, Click here.
- Form INC 18 has been revised vide MCA Notification dated 19.01.2023. To view the revised Return, Click here.
2.1.22-Companies (Incorporation) Rules,2014
22. Other conditions to be complied with by companies registered under section 8 seeking conversion into any other kind.-
(1) The company shall, within a week from the date of submitting the application to the Regional Director, publish a notice at its own expense, and a copy of the notice, as published, shall be sent forthwith to the Regional Director and the said notice shall be in and shall be published-
(a) at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and having a wide circulation in that district, and at least once in English language in an English newspaper having a wide circulation in that district;and
(b) on the website of the company, if any, and as may be notified or directed by the Central Government.
(2) The company shall send a copy of the notice, simultaneously with its publication, together with a copy of the application and all attachments by registered post or hand delivery, to the Chief Commissioner of Income Tax having jurisdiction over the company, Income Tax Officer who has jurisdiction over the company, the Charity Commissioner, the Chief Secretary of the State in which the registered office of the company is situated, any organisation or Department of the Central Government or State Government or other authority under whose jurisdiction the company has been operating and if any of these authorities wish to make any representation to Regional Director, it shall do so within sixty days of the receipt of the notice, after giving an opportunity to the Company.
(3) The copy of proof of serving such notice shall be attached to the application.
(4) The Board of directors shall give a declaration to the effect that no portion of the income or property of the company has been or shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise to persons who are or have been members of the company or to any one or more of them or to any persons claiming through any one or more of them.
(5) Where the company has obtained any special status, privilege, exemption, benefit or grant(s) from any authority such as Income Tax Department, Charity Commissioner or any organisation or Department of Central Government, State Government, Municipal Body or any recognized authority, a “No Objection Certificate” must be obtained, if required under the terms of the said special status, privilege, exemption, benefit or grant(s) from the concerned authority and filed with the Regional Director, along with the application.
(6) The company should have filed all its financial statements and Annual Returns upto the financial year preceding the submission of the application to the Regional Director and all other returns required to be filed under the Act up to the date of submitting the application to the Regional Director and in the event the application is made after the expiry of three months from the date of preceding financial year to which the financial statement has been filed, a statement of the financial position duly certified by chartered accountant made up to a date not preceding thirty days of filing the application shall be attached.
(7) The company shall attach with the application a certificate from practicing Chartered Accountant or Company Secretary in practice or in practice certifying that the conditions laid down in the Act and these rules relating to conversion of a company registered under section 8 into any other kind of company, have been complied with.
(8) The Regional Director may require the applicant to furnish the approval or concurrence of any particular authority for grant of his approval for the conversion and he may also obtain the report from the Registrar
(9) On receipt of the application, and on being satisfied , the Regional Director shall issue an order approving the conversion of the company into a company of any other kind subject to such terms and conditions as may be imposed in the facts and circumstances of each case including the following conditions, namely;-
(a) the company shall give up and shall not claim, with effect from the date its conversion takes effect, any special status, exemptions or privileges that it enjoyed by virtue of having been registered under the provisions of section 8;
(b) if the company had acquired any immovable property free of cost or at a concessional cost from any government or authority, it may be required to pay the difference between the cost at which it acquired such property and the market price of such property at the time of conversion either to the government or to the authority that provided the immovable property;
(c) any accumulated profit or unutilised income of the company brought forward from previous years shall be first utilized to settle all outstanding statutory dues, amounts due to lenders claims of creditors, suppliers, service providers and others including employees and lastly any loans advanced by the promoters or members or any other amounts due to them and the balance, if any, shall be transferred to the Investor Education and Protection Fund within thirty days of receiving the approval for conversion;
(10) Before imposing the conditions or rejecting the application, the company shall be given a reasonable opportunity of being heard by the Regional Director
(11) On receipt of the approval of the Regional Director,
(i) the company shall convene a general meeting of its members to pass a special resolution for amending its memorandum of association and articles of association as required under the Act consequent to the conversion of the section 8 company into a company of any other kind;
(ii) the Company shall thereafter file with the Registrar.-
(a) a certified copy of the approval of the Regional Director within thirty days from the date of receipt of the order in along with the fee;
(b) amended memorandum of association and articles of association of the company.
(c) a declaration by the directors that the conditions, if any imposed by the Regional Director have been fully complied with.
(12) . On receipt of the documents referred to in sub rule (10) above, the Registrar shall register the documents and issue the fresh Certificate of Incorporation.
2.1.37-Companies (Incorporation) Third Amendment Rules, 2016
(1) Without prejudice to any other provision in the Companies Act for effecting the conversion of an unlimited liability company with or without share capital into limited liability company by shares or guarantee, such a company shall pass a special resolution in a general meeting and thereafter, an application shall be filed in in the manner provided in sub-rules (2) and (3).
(2)The Company shall within seven days from the date of passing of the special resolution in a general meeting, publish a notice, in of such proposed conversion in two newspapers (one in English and one in vernacular language) in the district in which the registered office of the company is situate and shall also place the same on the website of the Company, if any, indicating clearly the proposal of conversion of the company into a company limited by shares or guarantee, and seeking objections if any, from the persons interested in its affairs to such conversion and cause a copy of such notice to be dispatched to its creditors and debentures holders made as on the date of notice of the general meeting by registered post or by speed post or through courier with proof of dispatch. The notice shall also state that the objections, if any, may be intimated to the Registrar and to the company within twenty-one days of the date of publication of the notice, duly indicating nature of interest and grounds of opposition.
(3)The Company shall within forty five days of passing of the special resolution file an application as prescribed in sub rule (1) for its conversion into a company limited by shares or guarantee alongwith the fees as provided in the Companies (Registration offices and Fees) Rules, 2014, by attaching the following documents, namely:-
a. notice of the general meeting along with explanatory statement;
b. copy of the resolution passed in the general meeting;
c. copy of the newspaper publication;
d. a copy of altered Memorandum of Association as well as Articles of Association duly certified by any one of the Directors duly authorised in this behalf or Company Secretary of the Company, if any.
e. declaration signed by not less two Directors of the Company, including Managing Director, if any, that such conversion shall not affect any debts, liabilities, obligations or contracts incurred or entered into by or on behalf of the Company before conversion (except to the extent that the liability of the members shall become limited).
f. a complete list of creditors and debenture holders, to whom individual notices have been sent under sub-rule (2) setting forth the following details, namely:-
(i) the names and address of every creditor and debenture holder of the Company;
(ii) the nature and respective amounts due to them in respect of debts, claims or liabilities:
(iii) declaration by a Director of the Company that notice as required under sub-rule (2) has been dispatched to all the creditors and debenture holders with proof of dispatch.
g. a declaration signed by not less than two Directors of the Company, one of whom shall be a Managing Director where there is one, to the effect that they have made a full enquiry into the affairs of the Company and, having done so, have formed an opinion that the list of creditors is correct, and that the estimated value as given in the list of the debts or claims payable on a contingency are proper estimates of the values of such debts and claims and that there are no other debts or claims against the company to their knowledge.
h. a declaration of solvency signed by at least two Directors of the Company, one of whom shall be the Managing Director, where there is one to the effect that the Board of Directors of the Company have made a full inquiry into the affairs of the company, as a result of which they have formed an opinion that it is capable of meeting its liabilities and will not be rendered insolvent within a period of one year from the date of declaration, through a resolution, passed in a duly convened meeting or by circulation.
i. The company shall also obtain a certificate from the Auditors that the company is solvent and that it is a going concern as on the date of passing of resolution by the Board certifying solvency as per clause (h) above.
j. No Objection Certificate from sectoral regulator, if applicable.
k. No Objection Certificate from all secured creditors, if any.
(4) Declaration signed by not less than two Directors including Managing Director, where there is one, that no complaints are pending against the company from the members or investors and no inquiry, inspection or investigation is pending against the company or its Directors or officers.
(5)The Registrar shall, after considering the application and objections if any, received by the Registrar and after ensuring that the company has satisfactorily addressed the objections received by the company, suitably decide whether the approval for conversion should or should not be granted.
(6)The certificate of incorporation consequent to conversion of unlimited liability company to into a company limited by shares or guarantee be in issued to the company upon grant of approval for conversion.
(7)Conditions to be complied with, subsequent to conversion.-
1. Company shall not change its name for a period of one year from the date of such conversion.
2. The company shall not declare or distribute any dividend without satisfying past debts, liabilities, obligations or contracts incurred or entered into before conversion. Explanation: For the purpose of this clause, past debts, liabilities, obligations or contracts does not include secured debts due to banks and financial institutions.
(8) An Unlimited Liability Company shall not be eligible for conversion into a company limited by shares or guarantee in case-
(a) its networth is negative, or
(b) an application is pending under the provisions of the Companies Act 1956 or the Companies Act, 2013 for striking off its name, or
(c) the company is in default of any of its Annual Returns or financial statements under the provisions of the Companies Act, 1956 or the Companies 4ct,2013, or
(d) a petition for winding up is pending against the company, or
(e) the company has not received amount due on calls in arrears, from its directors, for a period of not less than six months from the due date; or
(f) an inquiry, inspection or investigation is pending against the company.
(9) The Registrar of Companies shall take a decision on the application filed under these rules within thirty days from the date of receipt of application complete in all respects.
- Form INC 27 has been revised vide MCA Notification dated 19.01.2023. To view the Notification, Click here. To view the revised Return, Click here.
- To view the return,Click Here
2.1.39. Companies (Incorporation) fourth Amendment Rules, 2016
(1) A company other than a company registered under section 25 of the Companies Act, 1956 or section 8 of the Companies Act, 2013 may convert itself into a company limited by shares.
(2) The company seeking conversion shall have a share capital equivalent to the guarantee amount.
(3) A special resolution is passed by, its members authorising such a conversion omitting the guarantee clause in its Memorandum of Association and altering the Articles of Association to provide for the articles as are applicable for a company limited by shares.
(4) A copy of the special resolution shall be filled with the Registrar of Companies in Form no. MGT-14 within thirty days from the date of passing of the same along with fee as prescribed in the Companies (Registration Offices and Fees) Rules, 2014.
(5) An application in shall be filed with the Registrar of Companies within thirty days from date of the passing of the special resolution enclosing the altered Memorandum of Association and altered Articles of Association and a list of members with the number of shares held aggregating to a minimum paid up capital which is equivalent to the amount of guarantee hither to provided by its members.
(6) The Registrar of Companies shall take a decision on the application filed under these rules within thirty days from the date of receipt of application complete in all respects and upon approval of , the company shall be issued with a certificate of incorporation in .
(Effective from 1st November, 2016)
- Form INC 27 has been revised vide MCA Notification dated 19.01.2023. To view the Notification, Click here. To view the revised Return, Click here.
- To view the return,Click Here
- Form INC 27 has been revised vide MCA Notification dated 19.01.2023. To view the Notification, Click here. To view the revised Return, Click here.
- To view the return,Click Here
2.1.6-Companies (Incorporation) Rules,2014
(1) The One Person company shall alter its memorandum and articles by passing a resolution in accordance with subsection (3) of section 122 of the Act to give effect to the conversion and to make necessary changes incidental thereto.
(2) A One Person company may be converted into a Private or Public Company, other than a company registered under section 8 of the Act, after increasing the minimum number of members and directors to two or seven members and two or three directors, as the case may be, and maintaining the minimum paid-up capital as per the requirements of the Act for such class of company and by making due compliance of section 18 of the Act for conversion.
The company shall file an application in e-Form No.INC-6 for its conversion into Private or Public Company, other than under section 8 of the Act, along with fees as provided in the Companies (Registration offices and fees) Rules, 2014 by attaching documents, namely:-
(a) Altered MOA and AOA;
(b) copy of resolution;
(c) the list of proposed members and its directors along with consent;
(d) list of creditors; and
(e) the latest audited balance sheet and profit and loss account.
(4) On being satisfied that the requirements stated herein have been complied with, the Registrar shall approve the form and issue the Certificate.
6. One Person Company to convert itself into a public company or a private company in certain cases.-
(1) Where the paid up share capital of an One Person Company exceeds fifty lakh rupees or its average annual turnover during the relevant period exceeds two crore rupees, it shall cease to be entitled to continue as a One Person Company.
(2) Such One Person Company shall be required to convert itself, within six months of the date on which its paid up share capital is increased beyond fifty lakh rupees or the last day of the relevant period during which its average annual turnover exceeds two crore rupees as the case may be, into either a private company with minimum of two members and two directors or a public company with at least of seven members and three directors in accordance with the provisions of section 18 of the Act.
(3) The One Person Company shall alter its memorandum and articles by passing a resolution in accordance with sub-section (3) of section 122 of the Act to give effect to the conversion and to make necessary changes incidental thereto.
(4) The One Person Company shall within period of sixty days from the date of applicability of sub-rule (1), give a notice to the Registrar in informing that it has ceased to be a One Person Company and that it is now required to convert itself into a private company or a public company by virtue of its paid up share capital or average annual turnover, having exceeded the threshold limit laid down in sub-rule (1).
Explanation.-For the purposes of this rule,- “relevant period” means the period of immediately preceding three consecutive financial years;
(5) If One Person Company or any officer of the One Person Company contravenes the provisions of these rules, One Person Company or any officer of the One Person Company shall be punishable with fine which may extend to ten thousand rupees and with a further fine which may extend to one thousand rupees for every day after the first during which such contravention continues.
(6) A One Person company can get itself converted into a Private or Public company after increasing the minimum number of members and directors to two or minimum of seven members and two or three directors as the case may be, and by maintaining the minimum paid-up capital as per requirements of the Act for such class of company and by making due compliance of section 18 of the Act for conversion.
- Substituted vide MCA Notification dated 19.01.2023 regarding the Companies (Incorporation) Amendment Rules, 2023. To view the Notification, Click here.
- Form INC-6 has been substituted vide MCA Notification dated 19.01.2023. To view the revised Return, Click here.
Rules, 2015. To view the notification,Click Here
2.1.7-Companies (Incorporation) Rules,2014
7. Conversion of private company into One Person Company.-
(1) A private company other than a company registered under section 8 of the Act having paid up share capital of fifty lakhs rupees or less or and average annual turnover during the relevant period is two crore rupees or less may convert itself into one person company by passing a special resolution in the general meeting.
(2) Before passing such resolution, the company shall obtain No objection in writing from members and creditors. (3) The one person company shall file copy of the special resolution with the Registrar of Companies within thirty days from the date of passing such resolution in
The company shall file an application in for its conversion into One Person Company alongwith fees as provided in the Companies (Registration Offices and Fees) Rules, 2014 by attaching the following details or documents, namely :-
(i) altered e-MOA and e-AOA;
(ii) copy of NOC of every creditors with the application for conversion;
(iii) affidavit of directors confirming that all the members of the company have given their consent for conversion.
The company shall file an application in for its conversion into One Person Company along with fees as provided in in the by attaching the following documents, namely:-
(i) The directors of the company shall give a declaration by way of affidavit duly sworn in confirming that all members and creditors of the company have given their consent for conversion, ;
(ii) the list of members and list of creditors;
(iii) the latest Audited Balance Sheet and the Profit and Loss Account; and (iv) the copy of No Objection letter of secured creditors.
(5) On being satisfied and complied with requirements stated herein the Registrar shall issue the Certificate.
If a One Person Company or any officer of such company contravenes any of the provisions of these rules, the One Person Company or any officer of the such Company shall be punishable with fine which may extend to five thousand rupees and with a further fine which may extend to five hundred rupees for every day after the first offence during which such contravention continues
- Omitted vide notification dated 01.02.2021 w.e.f. 01.04.2021, Companies (Incorporation) Second Amendment Rules, 2021. To view the notification, Click Here.
- Substituted by Companies (Incorporation) Amendment Rules, 2015. To view the notification,Click Here
24.1.12- Companies (Registration Offices and Fees) Rules, 2014
12. Fees:-
(1) The documents required to be submitted, filed, registered or recorded or any fact or information required or authorised to be registered under the Act shall be submitted, filed, registered or recorded on payment of the fee or on payment of such additional fees as applicable, as mentioned in Table annexed to these rules.
(2) For the purpose of filing the documents or applications for which no e-form is prescribed under the various rules prescribed under the Act,the document or application shall be filed through or along with fees as applicable and in case a single form is prescribed for multiple purpose, the fee shall be paid for each of the purposes contained in the single form.
(3) For the purpose of filing information to sub-clause(60) of section 2 of the Act, such information shall be filled in along with fee as applicable.
Annexure
Table of Fees (pursuant to rule 12 of the Companies (Registration of Offices and Fees) Rules, 2014)
I. Fee for filings etc. under section 403 of the Companies Act, 2013
Table of fees for the documents required to be submitted, filed, registered or recorded or for any fact or information required or authorized to be registered under the Act, shall be submitted filed, registered or recorded within the time specified in the relevant provision on payment of fee as prescribed hereunder :-
| (I) In respect of a company having a share capital : | Other than OPCs and Small Companies (in rupees) | OPC and Small Companies (in rupees) |
| 1. (a) For registration of OPC and small companies whose nominal share capital is less than or equal to Rs.10,00,000. | -- | -- |
| (b) For registration of OPC and small companies whose nominal share capital exceed Rs. 10,00,000, , the fee of Rs. 2000 with the following additional fees regulated according to the amount of nominal capital: For every Rs.10,000 of nominal share capital or part of Rs.10,000 after the first Rs.10,00,000 and up to Rs. 50,00,000. | -- | 200 |
| 2. (a) For registration of a company (other than OPC and small companies) whose nominal share capital is less than or equal to Rs. 10,00,000 at the time of incorporation. | -- | -- |
| (b) For registration of a company (other than OPC and small companies) whose nominal share capital exceed Rs. 10,00,000, the fee of Rs.36,000 with the following additional fees regulated according to the amount of nominal capital : | -- | -- |
| (i) for every Rs. 10,000 of nominal share capital or part of Rs 10,000 after the first Rs. 10,00,000 upto Rs. 50,00,000. | 300 | -- |
| (ii) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 50,00,000 upto Rs. one crore. | 100 | -- |
| iii) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1 crore. | 75 | -- |
| Provided further that where the additional fees, regulated according to the amount of the nominal capital of a company, exceed a sum of rupees two crore and fifty lakh, the total amount of additional fees payable for the registration of such company shall not, in any case, exceed rupees two crore and fifty lakhs. | ||
| 3. For filing a notice of any increase in the nominal share capital of a company, the difference between the fees payable on the increased share capital on the date of filing the notice for the registration of a company and the fees payable on existing authorized capital, at the rates prevailing on the date of filing the notice: | ||
| (a) For OPC and small companies whose nominal share capital does not exceed Rs. 10,00,000. | -- | 2000 |
| (b) For OPC and small companies, for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 10,00,000 and upto Rs. 50,00,000. | -- | 200 |
| Other than OPC and small companies (c) For increase in nominal capital of a company whose nominal share capital does not exceed Rs. 1,00,000. | 5000 | -- |
| (d) For increase in nominal capital of a company whose nominal share capital exceed Rs. 1,00,000, the above fee of Rs. 5,000 with the following additional fees regulated according to the amount of nominal capital : | ||
| (i) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1,00,000 upto Rs. 5,00,000. | 400 | -- |
| (ii) for every Rs. 10,000 of nominal share capital or part of Rs 10,000 after the first Rs. 5,00,000 upto Rs. 50,00,000. | 300 | -- |
| (iii) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 50,00,000 upto Rs. one crore. | 100 | -- |
| (iv) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1 crore. | 75 | -- |
| Provided further that where the additional fees, regulated according to the amount of the nominal capital of a company, exceed a sum of rupees two crore and fifty lakh, the total amount of additional fees payable for the registration of such company shall not, in any case, exceed rupees two crore and fifty lakhs. | ||
| 4. For registration of any existing company, except such companies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee is charged for registering a new company. | ||
| 5. For submitting, filing, registering or recording any document by this Act required or authorised to be submitted, filed, registered or recorded: | ||
| (a) in respect of a company having a nominal share capital of less than Rs. 1,00,000. | 200 | |
| (b) in respect of a company having a nominal share capital of Rs. 1,00,000 or more but less than Rs.5,00,000. | 300 | |
| (c) in respect of a company having a nominal share capital of Rs. 5,00,000 or more but less than Rs.25,00,000. | 400 | |
| (d) in respect of a company having a nominal share capital of Rs. 25,00,000 or more but less than Rs. 1 crore or more. | 500 | |
| (e) in respect of a company having a nominal share capital of Rs. 1 crore or more. Provided that in case of companies to be incorporated with effect from 26.01.2018 with a nominal capital which does not exceed rupees ten lakhs fee shall not be payable. | 600 | |
| 6. For making a record of or registering any fact by this Act required or authorised to be recorded or registered by the Registrar: | ||
| (a) in respect of a company having a nominal share capital of less than Rs. 1,00,000. | 200 | |
| (b) in respect of a company having a nominal share capital of Rs. 1,00,000 or more but less than Rs.5,00,000. | 300 | |
| (c) in respect of a company having a nominal share capital of Rs. 5,00,000 or more but less than Rs.25,00,000. | 400 | |
| (d) in respect of a company having a nominal share capital of Rs. 25,00,000 or more but less than Rs. 1 crore or more. | 500 | |
| (e) in respect of a company having a nominal share capital of Rs. 1 crore or more. | 600 | |
| (II) In respect of a company not having a share capital : | ||
| 7. For registration of a company whose number of members as stated in the articles of association, does not exceed 20. | -- | |
| 8. For registration of a company whose number of members as stated in the articles of association, exceeds 20 but does not exceed 200. | 5000 | |
| 9. For registration of a company whose number of members as stated in the articles of association, exceeds 200 but is not stated to be unlimited, the above fee of Rs.5,000 with an additional Rs. 10 for every member after first 200. | ||
| 10. For registration of a company in which the number of members is stated in the articles of association to be unlimited. | 10000 | |
| 11. For registration of any increase in the number of members made after the registration of the company, the same fees as would have been payable in respect of such increase, if such increase had been stated in the articles of association at the time of registration : Provided that no company shall be liable to pay on the whole a greater fee than Rs. 10,000 in respect of its number of members, taking into account the fee paid on the first registration of the company. | ||
| 12. For registration of any existing company except such companies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee as is charged for registering a new company. | ||
| 13. For filing or registering any document by this Act required or authorized to be filed or registered with the Registrar. Provided that in case of companies to be incorporated with effect from 26.01.2018 whose number of members as stated in the articles of association, does not exceed 20, fee shall not be payable. | 200 | |
| 14. For making a record of or registering any fact by this Act required or authorised to be recorded or registered by the Registrar.] | 200 |
| ---- | ||
| ---- | ||
| --- | ||
(a) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1,00,000 upto Rs. 5,00,000 | --- | |
| --- | ||
| --- | ||
Provided that where the additional fees, regulated according to the amount of the nominal capital of a company, exceeds a sum of rupees two crore and fifty lakh, the total amount of additional fees payable for the registration of such company shall not, in any case, exceed rupees two crore and fifty lakhs. | --- | |
(a) in respect of a company having a nominal share capital of up to 1,00,000. | --- | |
| --- | ||
Rs. 5,00,000 or more but less than Rs. 25,00,000 | --- | |
| --- | ||
| --- | ||
(a) in respect of a company having a nominal share capital of up to 1,00,000. | --- | |
| --- | ||
| --- | ||
| --- | ||
| --- | ||
9.For registration of a company whose number of members as stated in the articles of association, exceeds 200 but is not stated to be unlimited, the above fee of Rs.5,000 with an additional Rs. 10 for every member after first 200. | ||
11. For registration of any increase in the number of members made after the registration of the company, the same fees as would have been payable in respect of such increase, if such increase had been stated in the articles of association at the time of registration Provided that no company shall be liable to pay on the whole a greater fee than Rs. 10,000 in respect of its number of members, taking into account the fee paid on the first registration of the company. 12. For registration of any existing company except such companies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee as is charged for registering a new company. | ||
The above table prescribed for small companies (as defined under section 2(85) of the Act) and one person companies defined under Rule related to Chapter II read with section 2(62) of the Act shall be applicable provided the said company shall remain as said class of company for a period not less than one year from its incorporation.
(1) The above table prescribed for small companies (as defined under section 2(85) of the Act) and one person companies defined under Rule related to Chapter II r/w 2(62) of the Act shall be applicable provided the said company shall remain as said class of company for a period not less than one year from its incorporation.
The above table of fee shall be applicable for any such intimation to be furnished to the Registrar or any other officer or authority under section 159 of the Act, filing of notice of appointment of auditors or Secretarial Auditor or Cost Auditor.
(2) The above table of fee shall be applicable for any such intimation to be furnished to the Registrar or any other officer or authority under section 159 of the Act, filing of notice of appointment of auditors or Secretarial Auditor or Cost Auditor.
The above table of fee and calculation of fee as applicable for increase in authorised capital shall be applicable for revised capital in accordance with sub-section (11) of 233 of the Act, (after setting off fee paid by the transferor company on its authorised capital prior to its merger or amalgamation with the transferee company).
(3) The above table of fee and calculation of fee as applicable for increase in authorised capital shall be applicable for revised capital in accordance with sub-section (11) of 233 of the Act, (after setting off fee paid by the transferor company on its authorised capital prior to its merger or amalgamation with the transferee company).
The above table of fee shall be applicable for filing revised financial statement or board report under section 130 and 131 of the Act.
(4) The above table of fee shall be applicable for filing revised financial statement or board report under section 130 and 131 of the Act.
Following Table of additional fee and higher additional fee (in certain cases) shall be applicable for delay in filing of forms other than for increase in Nominal share capital or forms under section 92/137 of the Act or forms for filing charges.
TABLE
| Sl. No. | Period of delays | Additional fee as a multiple of normal fees | Higher additional fee as a multiple of normal fees (for certain cases) |
| (1) | (2) | (3) | (4) |
| 1. | Upto 15 days (sections 139 and 157) | One time of normal fees | |
| 2. | More than 15 days and upto 30 days (Section 139 and 157) and upto 30 days in remaining forms. | 2 times of normal filing fees | 3 times of normal filing fees |
| 3. | More than 30 days and upto 60 days | 4 times of normal filing fees | 6 times of normal filing fees |
| 4. | More than 60 days and upto 90 days | 6 times of normal filing fees | 9 times of normal filing fees |
| 5. | More than 90 days and upto 180 days | 10 times of normal filing fees | 15 times of normal filing fees |
| 6. | Beyond 180 days | 12 times of normal filing fees | 18 times of normal filing fees |
Note 1: Higher additional fees shall be payable, if there is a delay in filing e-form INC-22, or e-form PAS-3, as the case may be, on two or more occasions, within a period of three hundred and sixty five days from the date of filing of the last such belated e-form for which additional fee or higher additional fee, as the case may be, was payable.
Note 2: Wherever higher additional fee is payable, additional fee shall not be charged.
Note 3: E-form INC-22, or e-form PAS-3, as the case may be, filed prior to the commencement of the Companies (Registration Offices and Fees) Amendment Rules, 2022 shall not be reckoned for the purposes of determining higher additional fee.
Following Table of additional fee shall be applicable for delay in filing of forms other than for increase in Nominal Share capital or forms under section 92/ 137 of the Act.
157) | ||
days (Sections 139 and 157) and upto 30 days in remaining forms. | ||
days | ||
days | ||
days | ||
Note- The belated filing of documents/forms (including increasing in nominal capital and delay caused thereon) which were due to be filed whether in Companies Act, 1956 Act or the Companies Act,2013 Act i.e due for filing prior to notification of these fee rules , the fee payable at the time of actual filing shall be applicable.
B. Following table of additional fees shall be applicable for delays in filing of the forms other than for increase in Nominal Share Capital
Note;- (1)The additional fee shall also applicable to revised financial statement or board’s report under sections 130 and 131 of the Act and secretarial audit report filed by the company secretary in practice under section 204 of the Act.
(2) The belated filing of documents/forms (including increasing in nominal capital and delay caused thereon) which were due to be filed whether in Companies Act, 1956 Act or the Companies Act, 2013 Act i.e due for filing prior to notification of these fee rules , the fee applicable at the time of actual filing shall be applicable. (3) Delay beyond 270 days, the second proviso to sub-section (1) of section 403 of the Act may be referred.
C. For increase in authorised capital, the additional fees shall be applicable at the following rates:-
| Delay upto 6 months | Delay beyond 6 months | |
| slab | 2.5 % per month on the fees payable under para I.3 or II.12 of Table A above as the case may be. | 3% per month on the fees payable under para I.3 or II.12 of Table A above as the case may be. |
(1) The above fee table shall also be applicable for delay in filing application with Registrar under sub-section (11) of section 233 of the Act.
For Forms under section 92 or 137:- (i) In case the period within which a document required to be submitted under section 92 or \37 of the Act expires after 30/06/2018, the additional fee mentioned in Table shall be payable –
| Sl. No. | Period of delay | Additional fee payable fin Rs.') |
| 01 | Delay beyond period provided under Section 92(4) of the Act | One Hundred per day |
| 02 | Delay beyond period provided under Section 137 (1) of the Act | One Hundred per day |
(ii) In all other cases where the belated annual returns or balance sheet/financial statement which were due to be filed whether in the companies Act, 1956 or the companies Act, 2013 the following additional fee mentioned in Table shall be payable:-
| Sl. No. | Period of delay | Additional fee payable (in Rs.) upto 30/06/2018 | plus Rs. 100 per day with effect from 1/07 /2018 |
| 1 | upto 30 days | 2 times of normal filing fees |
|
| 2 | More than 30 days and upto 60 days | 4 times of normal filing fees |
|
| 3 | More than 60 days and upto 90 days | 6 times of normal filing fees |
|
| 4 | More than 90 days and upto 180 days | 10 times of normal filing fees |
|
| 5 | Beyond 180 days | 12 times of normal filing fees |
Note:(1)The additional fee shall also be applicable to revised financial statement or board’s report under section 130 and 131 of the Act and secretarial audit report filed by the company secretary in practice under section 204 of the Act.
(2) The belated filing of documents/forms (including increasing in nominal capital and delay caused thereon) which were due to be filed whether in Companies Act, 1956 Act or the Companies Act, 2013 Act i.e due for filing prior to notification of these fee rules, the fee payable at the time of actual filing shall be applicable.
(a) charges created or modified before the 2nd November, 2018, and allowed to be filed within a period of three hundred days of such creation or six months from the 2nd November, 2018, as the case may be, the following additional fees shall be payable:-
| Sl.No. | Period of delay | Additional Fee applicable |
| 1. | Up to 30 days | 2 times of normal fees |
| 2. | More than 30 days and up to 60 days | 4 times of normal fees |
| 3. | More than 60 days and up to 90 days | 6 times of normal fees |
| 4. | More than 90 days and up to 180 days | 10 times of normal fees |
| 5. | More than 180 days | 12 times of normal fees |
(b) For the charges created or modified on or after the 2nd November, 2018:-
(A) The following additional fees or advalorem fees, as the case may be, shall be payable up to 31st July, 2019, by all companies:-
| Sl.No. | Period of delay | Additional/Advalorem Fees applicable |
| 1. | Up to 30 days | 2 times of normal fees |
| 2. | More than 30 days and up to 60 days | 4 times of normal fees |
| 3. | More than 60 days and up to 90 days | 6 times of normal fees |
(B) the following additional fees or advalorem fees as the case may be, shall be payable with effect from 1st August, 2019:-
| Sl.No. | Period of delay | Small Companies and One Person Company | Other than Small Companies and One Person Company |
| 1. | Up to 30 days | 3 times of normal fees | 6 times of normal fees |
| 2. | More than 30 days and up to 90 days | 3 times of normal fees plus an ad valorem fee of 0.025 per cent. of the amount secured by the charge, subject to the maximum of one lakh rupees. | 6 times of normal fees, plus an ad valorem fee of 0.05 per cent. of the amount secured by the charge, subject to the maximum of five lakh rupees. |
II. FEE ON APPLICATIONS (including Appeal) made to Central Government under sub-section (2) of Section 459 of the Companies Act, 2013.
| 1 | For Application made | Other than OPCs and Small Companies | OPC and Small Companies |
| (i) | By a company having an authorized share capital of: (a) Upto Rs.25,00,000 | 2,000 | 1,000 |
| b) More than Rs.25,00,000 and upto Rs.50,00,000 | 5,000 | 2,500 | |
| c) More than 50,00,000 and upto Rs. 5,00,00,000 | 10,000 | --- | |
| d) More than Rs. 5,00,00,000 and upto Rs. 10 crores | 15,000 | --- | |
| e) More than Rs. 10 crores | 20,000 | --- | |
| (ii) | By a company limited by guarantee but not having a share capital | 2,000 | --- |
| (iii) | By an Association or proposed company for issue of license under section 8 of the Act | 2,000 | --- |
| (iv) | By a company having a valid license issued under section 8 of the Act | 2,000 | --- |
| (v) | By a foreign company | 5,000 | --- |
| (vi) | Application for allotment of Director Identification Number (DIN) under section 153 of the Act | 500 | 500 [inserted vide Companies (Registration Offices and Fees) Second Amendment Rules, 2016. dated 07/11/2016] |
| (vii)[inserted vide Companies (Registration Offices and Fees) Second Amendment Rules, 2016. dated 07/11/2016] | For surrender of Director Identification Number under rule 11(f) of the Companies (Appointment and Qualification of Directors) Rules 2014 | 1000 | 1000 |
(1) Every application to the Registrar of Companies filed by any person for reservation of name under sub-section (4) of section 4 of the Companies Act, 2013 shall be accompanied with the fee of Rs. 1,000/-.
(2) For every application made to Regional Director (including appeal) or Registrar of Companies (except specifically stated elsewhere), Table of fees as above shall be applicable. Note: The separate fee schedule shall be prescribed under subsection (2) of section 459 of the Act for applications to be filed before Tribunal.
III. Annual Fee payable by a dormant company under sub-section (5) of section 455 of the Companies Act, 2013.
| 1 | For Application made | Other than OPCs and Small Companies | OPC and Small Companies |
| (i) | By a company having an authorized share capital of (a) Upto Rs.25,00,000 | 2000 | 1000 |
| (b) More than Rs.25,00,000 and upto Rs.50,00,000 | 5000 | 2500 | |
| (c) More than 50,00,000 and upto Rs.5,00,00,000 | 10,000 | --- | |
| d) More than Rs. 5,00,00,000 and upto Rs. 10 crores | 15,000 | --- | |
| e) More than Rs. 10 crores | 20,000 | --- | |
| (ii) | By a company limited by guarantee but not having a share capital | 2,000 | --- |
IV. Fee for Inspection and providing certified copies of documents kept by the Registrar under section 399 of the Act.
(i) Under clause (a) of sub-section (1) of section 399 of the Act – Rs.100/-
(ii) Under clause (b) of sub-section (1) of section 399 of the Act
(a) For copy of Certificate of Incorporation – Rs.100/-
(b) For copy or extract of other documents including hard copy of such document on computer readable media – Rs.25 per page.
V. Fee for registration of documents under section 385 of the Act.
Rs.6000/- for each document.
VI. Fees for Removal of Names of Companies from the Registrar of Companies under section 248 (2) of the Act.
Rs.5000/-
| ---- | |
For the current financial (2018-2019), no fee shall be chargeable till , the 31 st August, 2018 and fee of Rs.5000 shall be payable on or after the 1st September, 2018
| (i) Subject to serial number (iii) below, fee payable till the 30th September of every financial year in respect of e-form DIR-3 KYC or DIR-3 KYC-WEB through web service, as the case may be, for the immediate previous financial year. | ------ |
| (ii) Fee payable (in delayed case). | Rs.5000 |
| (iii) Fee payable if the individual failed to file e-form DIR-3 KYC or DIR-3 KYC-WEB through web service,as the case may be, for the immediate previous financial year (in delayed case). | Rs.5000 |
| (i) Fee payable till 15.06.2019 on e -form ACTIVE (Substituted vide the Companies (Registration Offices and Fees) Second Amendment Rules, 2019 dated 25.04.2019) Note: For the financial year ended on 31st March, 2019, no fee shall be payable in respect of e-form DIR-3 KYC or DIR-3 KYC-WEB through web service till 14th October, 2019. ( Inserted vide the Companies (Registration Offices and Fees) Fifth Amendment Rules, 2019 dated 30.09.2019.) | ---- (Substituted vide the Companies (Registration Offices and Fees) Second Amendment Rules, 2019 dated 25.04.2019) |
| (ii) Fee payable (in delayed case). (Substituted vide the Companies (Registration Offices and Fees) Second Amendment Rules, 2019 dated 25.04.2019) | Rs.10,000 (Substituted vide the Companies (Registration Offices and Fees) Second Amendment Rules, 2019 dated 25.04.2019) |
INSTRUCTIONS
1.Payment of fees – Except as otherwise provided elsewhere, the table of fees annexed to the Companies (Registration Offices and Fees), Rules 2014, shall be payable in the following head. (1) fees payable to the Registrar in pursuance of the Act or any rule or regulation made or notification issued thereunder shall be paid to the Registrar on any authorized bank by the Ministry of Corporate Affairs and acting as the agent of the Reserve Bank of India for credit under the following head, namely : –
| Major Head | Alphanumeric code description | Account Code | Serial Code | Source category check digit |
| 1475 | Other general Economic service Regulation of joint stock companies | 147500105 | 14750006 | 113 |
| (a) Registration fees | 14750010599 | 14750032 | 114 | |
| (b) Filing fees | 14750010598 | 14750033 | 117 | |
| (c) inspection and copying fee | 14750010597 | 14750034 | 112 | |
| (d) other fees | 14750010596 | 14750035 | 119 |
(2) Where application is filed through electronic media or through any other computer readable media, the user may choose any one of the following payment options namely, (i) Credit Card; or (ii) Internet Banking; or (iii) Remittance at the Bank Counter or (iv) any other mode as approved by the Central Government. The requisite fee as specified in Companies (Registration Offices and Fees), Rules 2014 shall be payable through any of the accredited branches of the following Banks.
(a) Punjab National Bank
(b) State Bank of India
(c) Indian Bank
(d) ICICI Bank
(e) HDFC Bank
(f) Union Bank of India
(3) The fees payable to the Registrars may be paid bank drafts payable at drawn on banks, located at the same city or town as the office of the Registrar :
(4) Where a fee payable to the Registrar is paid through bank drafts as, aforesaid it shall not be deemed to have been paid unless and until the relevant drafts are cashed and the amount credited.
- The Form GNL-2 is revised vide MCA Notification dated 20.01.2023. To view the Notification, Click here. To view the revised Return, Click here.
- The Form GNL-2 is modified to enable filings under the Insolvency and Bankruptcy Code, 2016 vide the Companies (Registration Offices and Fees) Second Amendment Rules, 2020 dated 12.03.2020. To view the Notification, Click Here.
- Form GNL-2 is amended vide Companies (Registration Office and Fees) Amendment Rules, 2020 notification dated 18.02.2020. To view the notification and amended return, Click Here.
- To view the older return,Click Here.
- The Form GNL-3 is revised vide MCA Notification dated 20.01.2023. To view the Notification, Click here. To view the revised Return, Click here.
- To view the return,Click Here
The Companies (Incorporation) fourth Amendment Rule, 2016
The Companies (Incorporation) fourth Amendment Rule, 2016
Commencement Notification S.O. 147(E). dated 11.01.2022 for Section 56 of Companies (Amendment) Act, 2020 w.e.f. 01.07.2022
Commencement Notification S.O. 148(E). dated 11.01.2022 for Section 80 of Companies (Amendment) Act, 2017 w.e.f. 01.07.2022
Companies (Incorporation) Amendment Rules, 2015 [GSR 349(E)] dated 01/05/2015
Companies (Incorporation) Second Amendment Rules, 2021 dated 01.02.2021 w.e.f. 01.04.2021
Companies (Incorporation) Third Amendment Rules, [GSR 743(E)] dated 27/07/2016
Companies (Registration Offices and Fees) Amendment Rules, 2020 dated 18.02.2020
Companies (Registration Offices and Fees) Amendment Rules, 2022 dated 11.01.2022 w.e.f. 01.07.2022
Companies (Registration offices and Fees) Second Amendment Rules, 2018 dated 07/05/2018
Companies (Registration Offices and Fees) Second Amendment Rules, 2020 dated 12.03.2020
Companies (Registration offices and fees) Second Amendment Rules,2016 [GSR 1049(E)] dated 07/11/2016
Companies(Incorporation) Fourth Amendment Rules, 2016 dated 01/10/2016
Enforcement Notification S.O. 902(E) dated 26/03/2014
MCA Notification dated 19.01.2023 regarding Companies (Incorporation) Amendment Rules, 2023
The Companies (Registration Offices and Fees) Amendment Rules, 2018 dated 20.01.2018 [effective from 26.01.2018]
Form GNL-2 amended wef 19-02-2020
Form INC -27 – Substituted vide MCA Notification dated 19.01.2023
Form INC 11A
Form INC 27A
Form INC-6 – Substituted vide MCA Notification dated 19.01.2023
FORM NO INC-6 substituted vide notification dated 01.02.2021 w.e.f. 01.04.2021
FORM NO INC.5 One person company- Intimation of exceeding threshold (Form INC-5 has been omitted vide notification dated 01.02.2021 w.e.f. 01.04.2021)
Form No. GNL 2 Form for submission of documents with the Registrar
Form No. GNL 3 Particulars of person(s) or Key Managerial personnel charged or specified for the purpose of sub clause (iii) or (iv) of clause 60 of section 2
FORM NO. GNL-1 Form for filing an application with Registrar of Companies
Form No. INC 11B
Form No. INC 27