(URC-1) Conversion of any other Entity in Companies Act,2013 as Part I Company

Companies (Authorised to Register) Second Amendment Rules, 2018


They shall come into force with effect from 15th August 2018

In the Companies (Authorised to Register) Rules, 2014 (hereinafter referred to as the said rules), in rule 2, in subrule (1), after clause (g), the following clauses shall be inserted, namely:-

“(h) “society” means a society registered under the Societies Registration Act, 1860 (21 of 1860) and includes a society registered under or deemed to be registered under any other law for the time being in force; 

(i) “trust” means an irrevocable public charitable or religious trust registered under any law for the time being in force and represented by its trustees, in whom the trust property is vested, as members; 

(j) “Registrar of Firms” means the Registrar appointed under section 57 of the Indian Partnership Act, 1932 (9 of 1932); (k) “Registrar of Trusts” includes a Charity Commissioner, an Inspector-General of Registration or such other authority having the duty of registering trusts in a State.”.  


"By way of this, Ministry of Corporate Affairs opens the Door to other registered entity to get them registered under the Companies Act,2013 as Part I Company.By this, in Future we will going to witness a tremendous Change in  Business Structures"


Documents Required by Entities to Registered under Companies Act,2013 as Part I Company:-

(a) In case of an application by a Limited Liability Partnership or firm for registration as a company limited by shares

(i) a list showing the names, addresses, and occupations of all persons named therein as partners 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, 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, alongwith Director Identification Number (DIN), passport number, if any, with expiry date, residential addresses and their interests in other firm or body corporate along with their consent to act as directors of the company; 

(iii) in case of a firm, deed of partnership, bye-laws or other instrument constituting or regulating the firm and in case the deed of partnership was revised at any time in the past, copies of the principal and all subsequent deeds including the latest deed, along with the certificate of the registration issued by the Registrar of Firms, in case the firm is registered; 

(iv) written consent or No Objection Certificate from all the secured creditors of the applicant; 

(v) written consent, from the majority of members whether present in person or by proxy at a general meeting, agreeing for such registration; 

(vi) an undertaking that the proposed directors shall comply with the requirements of the Indian Stamp Act, 1899 (2 of 1899) as applicable; 

(vii) a copy of the latest income tax return of the Limited Liability Partnership or firm, as the case may be.   

Law(s) Governing the eForm 

eForm URC-1 is required to be filed pursuant to Section 366 of the Companies Act, 2013 and Rule 3(2) of the Companies (Authorised to Register) Rules, 2014

Notes:-

  • Please ensure that secured creditors have given their consent have given their consent for registration under this Part.
  • Also ensure that prior to filing this eForm, a notice in newspaper about registration under this Part, one in English and in vernacular language seeking objections must be published.
  • A copy of such notice is to be filed along with this eForm.
  • The entity should address such objections, if any suitably
  • The entity after registration shall submit all necessary documents to registering authority for dissolution as the existing entity under relevant law.
What are the Attachments?

1. Particulars of members/partners along with the details of shares held by them, if any.
2. Declaration of two or more directors verifying the particulars of all members/ partners.
3. Affidavit from all the members/partners for dissolution of the entity.
4. Copy of the instrument constituting or regulating the entity.
5. Copy of Newspaper advertisement.
6. Certificate from a CA/CS/CWA certifying the compliance with all the provisions of Stamp Act, to the extent applicable.
7. Undertaking by the proposed directors for compliance with requirements of Indian Stamp Act, 1899
8. A copy of latest Income Tax Return of the firm

Conditional:

9. Copy of certificate of registration of the entity shall be mandatory to be attached in case Type of company is ‘Part I Section 8 company’ or ‘Part I LLP to company’.
10. Consent of majority of members is mandatory to be attached in case company is limited by shares or Unlimited company
11. Consent of at least three-fourth of members agreeing for registration under this part is mandatory to be attached in case company is limited by guarantee.
12. No objection certificate from the concerned Registrar of Firms or Registrar of Companies (LLP) is mandatory to be attached in case type of company is ‘Part I Firm to company’/ ‘Part I LLP to company’.
13. No objection certificate/Consent given by secured creditors is mandatory to be attached in case of any secured debt outstanding as on the date of application.
14. Copy of the resolution declaring the amount of guarantee is mandatory in case company is limited by guarantee.
15. Declaration from all the members regarding compliance as per section 8(1)(b) and section 8(1)(c) of the Act and detailed objects of the company shall be mandatory in case Type of company is ‘Part I Section 8 company’.


Points for Successful Submission of Form URC-1


  1. In case 20 days expired from the date of approval of RUN, this form cannot be filed
  2. The eForm will be processed by the office of Registrar of Companies (Non STP)
  3. Fee in case of company not having share capital Rupees 200

    Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information. IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE INFORMATION.(Information of Above are collected from respective law committee and Sources)