Rule - 1. Short title and commencement.
COMPANIES (AUTHORISED TO REGISTER) AMENDMENT
RULES, 2023
[19th January, 2023]
In exercise of the powers
conferred by sub-section (1) of section 164, sub-section (1) of section 466,
section 367 and section 374 read with sub-sections (1) and (2) of section 469
of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes
the following rules further to amend the Companies (Authorised to Register)
Rules, 2014, namely:
Rule - 1. Short title and commencement.
(1)
These rules may be called the Companies
(Authorised to Register) Amendment Rules, 2023.
(2)
They shall come into force with effect from
23rd January 2023.
Rule - 2.
In the Companies (Authorised
to Register) Rules, 2014,-
(A)
in sub-rule (2) of rule 3,
(1)
in clause (a),-
(i)
for sub-clause (iv), the following sub-clause
shall be substituted, namely:
“(iv)
No Objection Certificate from secured creditor along-with charge holder, if
applicable;”;
(ii)
sub-clauses (v) and (vi) shall be omitted.
(2)
In clause (b),
(i)
for sub-clause (v), the following sub-clause shall
be substituted, namely:
“(v)
No Objection Certificate from secured creditor along -with charge holder, if
applicable;”;
(ii)
sub-clauses (vi) and (vii) shall be omitted
(3)
In clause (c),
(i)
for sub-clause (v), the following sub-clause
shall be substituted, namely:
“(v)
No Objection Certificate from secured creditor along-with charge holder, if
applicable;”;
(ii)
sub-clauses (vi), (vii) and (ix) shall be
omitted.
(4)
In clause (d),
(i)
for sub-clause (iv), the following sub-clause
shall be substituted, namely:
“(iv)
No Objection Certificate from secured creditor along-with charge holder, if
applicable;”;
(ii)
sub-clauses (v), (vi) and (vii) shall be
omitted.
Rule - 3.
For Form No. URC-1, the
following form shall be substituted, namely:
Form
No. URC-1
Application
by a company for registration under section 366
[Pursuant
to rule 3(2) of the Companies (Authorised to Register) Rules, 2014 read with
section 366 of the Companies Act, 2013]
Refer instruction kit for
filing the form. All fields marked in are mandatory
Company
Information
1.
Type of company:
2.
(a) Type of existing entity
(b) LLPIN/ Registration
Number
(c) Name of the existing
entity
(d) Address of the existing
entity
(e) Email Id of the existing
entity
(f) Number of members in the
existing entity as on the date of application
3.
(a) Name of the proposed company
(b) Category of the proposed
company
(c) Whether liability of the
members of the company is limited by any Act of Parliament Yes No other than
Companies Act
4.
(a) Date of instrument constituting the
existing entity (DD/MM/YYYY)
(b) Description of the
instrument
5.
(a) Date of passing resolution for declaring
the amount of guarantee
(b) Particulars of guarantee
taken up by each member
6.
Date of general meeting passing the
resolution assenting to registration with limited liability
7.
Particulars of passing special resolution and
the place of general meeting
8.
Total amount of the property (whether movable
or immovable including actionable claims)
9.
Whether any suit or legal proceeding taken
by, or pending against the entity, or any public officer Yes No or member
thereof If Yes, give brief details
10.
(a) Whether entity has any secured debt
outstanding as on the date of application Yes No
(b) Mention the total
outstanding amount
11.
(a) Date of publication of advertisement in
English language as per Rule 4 of Companies (Authorised to register) Rules,
2014
(b) Date of publication of
advertisement in vernacular language as per Rule 4 of Companies (Authorised to
register) Rules, 2014
(c) Any objection(s) has
been received till date
Attachments
(1)
Particulars of members/partners along with
the details of shares held by them;
(2)
Affidavit from all the members/partners for
dissolution of the entity;
(3)
Copy of the instrument constituting or
regulating the entity
(4)
Copy of certificate of registration of the
entity, if any;
(5)
Copy of Newspaper advertisement
(6)
Resolution of unregistered companies in case
of Chapter XXI (Part I) companies
(7)
Intimation from the concerned Registrar of
Firms or Registrar of Companies (LLP)
(8)
NOC from secured creditors along with charge
holder, if applicable;
(9)
Statement of accounts of the existing entity,
prepared not later than 15 days preceding the date of application duly
certified by auditor; if applicable
(10)
Copy of the resolution declaring the amount
of guarantee
(11)
A copy of latest Income Tax Return of the
firm
(12)
Copy of objection(s) received from companies
along with details of resolution(s) provided, if applicable
(13)
Optional attachment(s) - if any
Declaration
I a person named in the
articles as a declares that all the requirements of The Companies Act, 2013 and
the rules made thereunder in respect of the subject matter of this form and
matters incidental thereto have been complied with. I am authorised by other
promoters subscribing to the Memorandum of Association and Articles of
Association and the first directors to give this declaration and to sign and
submit this Form. It is further declared and verified that:
1.
Whatever is stated in this form and in the
attachments thereto is true, correct and complete and no information material
to the subject matter of this form has been suppressed or concealed and is as
per the original records maintained by the promoters subscribing to the
Memorandum of Association and Articles of Association.
2.
All the required attachments have been
completely and legibly attached to this form.
3.
I on behalf of majority of directors hereby
declare that the list of members and directors and any other particulars
relating to the company is correct and nothing relevant to this form has been
suppressed.
4.
I on behalf of all the first director(s)
named in the Articles of Association of the proposed company hereby confirm
that compliance with the requirements of the Indian Stamp Act, 1899 (2 of 1899)
as applicable would be done.
5.
I hereby declare that the list of members and
directors and any other particulars relating to the conversion of the company
under this Part of the Act which are required to be delivered to the Registrar
(either in the form or attachments) have been duly verified by me in the
capacity of a proposed director as per Rule 3(5) of Companies (Authorised to
Register) Rules.
To be digitally signed by
Designation
DIN/ DPIN or PAN of the
director
Certificate by Practicing
Professional
I declare that I have been
duly engaged for the purpose of certification of this form. It is hereby
certified that I have gone through the provisions of the Companies Act, 2013
and Rules thereunder relevant to this form and I have verified the above particulars
(including attachment(s)) from the original records maintained by the
Company/applicant which is subject matter of this form and found them to be
true, correct and complete and no information material to this form has been
suppressed.
I further certify that:
i.
The said records have been properly prepared,
signed by the required officers of the Company and maintained as per the
relevant provisions of the Companies Act, 2013 and were found to be in order;
ii.
All the required attachments have been completely
and legibly attached to this form.
iii.
I further certify that the Company /
applicant is fully compliant of the provisions of the Indian Stamp Act, 1899
and no non-compliance has been observed.
To be digitally signed by:
Chartered accountant (in whole-time
practice) or Cost accountant (in whole-time practice) or Company secretary (in
whole-time practice)
Whether associate or fellow:
Associate Fellow
Membership number
Certificate of practice number
Note: Attention is drawn to
provisions of Section 448 and 449 of the Companies Act, 2013 which provide for
punishment for false statement / certificate and punishment for false evidence
respectively.
For office use only:
E Form Service request
number (SRN) e Form filing date (DD/MM/YYYY)
Digital signature of the
authorising officer
This eForm is hereby
registered
Date of signing (DD/MM/YYYY)