{"id":52340,"date":"2023-02-13T18:59:30","date_gmt":"2023-02-13T13:29:30","guid":{"rendered":"https:\/\/corpbiz.io\/learning\/?p=52340"},"modified":"2023-02-13T18:59:31","modified_gmt":"2023-02-13T13:29:31","slug":"companies-authorised-to-register-amendment-rules-2023","status":"publish","type":"post","link":"https:\/\/corpbiz.io\/learning\/companies-authorised-to-register-amendment-rules-2023\/","title":{"rendered":"Companies (Authorised to Register) Amendment Rules, 2023"},"content":{"rendered":"\n<p>The Ministry of Corporate Affairs or MCA notified the\nCompanies (Authorised to Register) Amendment Rules of 2023 on 19 January 2023\nto amend the Companies (Authorised to Register) Rules of 2014. The <strong>MCA<\/strong><sup><a class=\"text-primary\" href=\"https:\/\/www.mca.gov.in\/content\/mca\/global\/en\/home.html\"><strong>[1]<\/strong><\/a><\/sup>\nbrought forth these amendments in the exercise of its powers flowing from the\nprovisions of the Companies Act of 2013, namely,\nSection 164(1), Section 367, Section 374, Section 466 (1) and Section 469 (1)\nand (2). It came into effect on 23 January 2023.<\/p>\n\n\n\n<p>The Companies (Authorised to Register) Rules of 2014\nprovide the requirements for entities like a company, limited liability\npartnership, trust, or a <strong><a class=\"text-primary\" href=\"https:\/\/corpbiz.io\/section-8-company-registration\">Section 8 company<\/a><\/strong> looking to obtain registration\nfrom the Registrar of Companies. It also provides for both pre-registration and\npost-registration obligations on such entities seeking\nregistration which every company is required to adhere to.<\/p>\n\n\n\n<p>The Companies (Authorised to Register) Amendment Rules\nof 2023 have amended various provisions of the Companies (Authorised to\nRegister) Rules of 2014. It has amended Rule 3(2) (a), (b), (c) and (d) along\nwith Form No. URC-1. This article attempts to delve into these recent\namendments in depth.<\/p>\n\n\n\n<h2 class=\"wp-block-heading\">Amendments to Companies\n(Authorised to Register) Rules, 2014<\/h2>\n\n\n\n<p>As mentioned above, the amendments mainly revolve\naround Rule 3 (2) of the Companies (Authorised to Register) Rules of 2014 and\nForm Number URC-1. <\/p>\n\n\n\n<ul><li>Rule 3(2) provides for the information and documents which an entity seeking registration shall be required to attach and provide along with Form URC-1 to the registrar of companies. <br><br><strong>i.<\/strong> <strong>Amendments to Rule 3(2) of the Companies (Authorised to Register) Rules of 2014<\/strong><br><br><strong>a. Rule 3(2) (a)<\/strong> deals with the registration requirements of either a limited liability partnership affirm applies to be registered as a company that is limited by shares. It states that any of the entities mentioned above seeking registration shall provide a list of all the partners who are such partners six days prior to submitting the application to obtain registration. The information shall include details regarding their names, occupation, address, details of shares held by them, and also giving separate information about the shares which have been allotted for cash consideration and for consideration other than cash and the source of consideration. Where the shares are numbered, the shares are required to be listed by the numbers. <br>A list of the proposed first directors of the company along with their director identification number or DIN, passport number, expiry date, presidential address, along with their interest in any other body corporate or firm. Consent from such proposed directors to act as directors of the company is also required to be submitted. <br>If the entity seeking registration is a partnership firm, then the deed of partnership or any other instrument which regulates the firm and if the partnership deed was revised, then copies of the original and the subsequent deeds along with the latest version of the deed shall be submitted. Moreover, if the firm is registered with the registrar of firms, then the certificate of registration issued by such registrar shall also be submitted.<br>A copy of the recent income tax return of the firm order limited liability partnership is also required to be submitted. <br>Prior to the amendment, either a written consent or no objection certificate from everyone on the secured creditors of the applicant was also required to be submitted. Post the amendment, only a No Objection Certificate from the secured creditors along with the charge holder is only can be submitted and not a written consent. The amendment has also omitted Rule 3(2) (a) (v) and (vi). This essentially means that there is no longer the requirement to obtain and submit the written consent of the majority of members agreeing to such registration at a general meeting, whether attending in person or by proxy. There is also no requirement to submit an undertaking that all the proposed directors of the company shall duly comply with the applicable provisions of the Indian Stamp Act of 1899.<\/li><\/ul>\n\n\n\n<p><strong>b.<\/strong> <strong>Rule 3 (2) (b) of the Companies (Authorised to Register) Rules of 2014<\/strong> deals with requirements for registration for which the application is being made by either a partnership phone or a limited liability partnership for registering as an unlimited company or a company which is limited by guarantee.<\/p>\n\n\n\n<p>The applicant is\nrequired to submit a list of all the partners who are such partners six days\nprior to submitting the application to obtain registration. The information shall\ninclude details regarding the names, occupations, and addresses of the partners\nof the firm or a limited liability partnership, along with proof of ownership.<\/p>\n\n\n\n<p>The applicant is also\nrequired to submit a list of the proposed first directors of the company along\nwith their director identification number or DIN, passport number along with\nits expiry date, presidential address, along with their interest in any other\nbody corporate or firm. Consent from such proposed directors to act as\ndirectors of the company is also required to be submitted.<\/p>\n\n\n\n<p>If the entity seeking\nregistration is a partnership firm, then the deed of partnership or any other instrument\nwhich regulates the firm, and if the partnership deed was revised, then copies\nof the original and the subsequent deeds along with the latest version of the\ndeed shall be submitted. Moreover, if the firm is registered with the registrar\nof firms, then the certificate of registration issued by such registrar shall\nalso be submitted.<\/p>\n\n\n\n<p>If the company is\nintending to be registered as a company which is limited by guarantee, a copy\nof the resolution which declares the amount of guarantee shall also be\nsubmitted.<\/p>\n\n\n\n<p>The applicant is also\nrequired to submit a copy of the recent income tax return of the firm order\nlimited liability partnership.<\/p>\n\n\n\n<p>Before the 2023\namendment, either a written consent or no objection certificate from the\nsecured creditors of the applicant was also required to be submitted. However,\nafter the amendment, a written permission can longer be submitted. Only a No\nObjection Certificate from the secured creditors along with the charge holder is\nonly required to be submitted along with Form number MR-1. <\/p>\n\n\n\n<p>The 2023 amendment\nomitted Rule 3(2) (b) (vi) and (vii), which stated that the applicant was\nrequired to submit the written consent of the majority of members agreeing to\nsuch registration at a general meeting, whether attending in person or by proxy\nalong with an undertaking that all the proposed directors of the company shall\nduly comply with the applicable requirements of the Indian Stamp Act of 1899.\nBoth these requirements have been eliminated by the 2023 amendment to the\nrules.<\/p>\n\n\n\n<p><strong>c.<\/strong> <strong>Rule 3 (2) (c) of the Companies (Authorised to Register) Rules of 2014 <\/strong>provides for the requirements necessary to obtain registration when the application is being made by a society looking to be registered as a company which is limited by guarantee under Section 8 of the Companies Act of 2013.<\/p>\n\n\n\n<p>While submitting Form\nnumber UR-1, the applicant shall also submit a list containing the particulars\nof all the partners, like the names, occupations, and addresses of the partners\nof the firm or a limited liability partnership, along with proof of ownership. These\npersons should have been partners as of 6 days prior to the date on which the\napplication to obtain registration is being submitted.<\/p>\n\n\n\n<p>The applicant shall\nalso submit a list of all the proposed first directors of the company along\nwith details regarding their residential address, director identification\nnumber or DIN, passport number along with the expiry date, and their interest\nin any other body corporate or firm. Consent from such proposed directors to\nact as directors of the company is also required to be submitted.<\/p>\n\n\n\n<p>The applicant is also\nrequired to submit a list which shall contain particulars of the members of the\nsociety\u2019s governing body along with details pertaining to the name and address\nof each of the members.<\/p>\n\n\n\n<p>A certified copy of\nany certificate of the society\u2019s registration shall also be submitted.<\/p>\n\n\n\n<p>A copy of the most\nrecent income tax return of the society shall also be submitted.<\/p>\n\n\n\n<p>The Companies (Authorised to Register) Amendment Rules of\n2023 brought about four amendments to Rule 3(2) (c) to the 2014 Rules. It\nomitted Rules 3(2) (c) (vi), (vii) and (viii). The erstwhile Rule 3(2) (c) (vi)\nstated that the applicant is to submit the written consent of the majority\nof members agreeing for such registration at a general meeting, whether\nattending in person or by proxy, along with the resolution which has been\npassed to declare the amount of guarantee. Rule 3(2) (c) (vii) stated that an\nundertaking that all the proposed directors of the company shall duly comply\nwith the applicable requirements of the Indian Stamp Act of 1899 should also be\nsubmitted. Rule 3(2) (c )\n(ix)\nstated that details with respect to the objects for which the company has been\nformed and a declaration taken from all the members that all the prohibitions\nand restrictions mentioned under Section 8 (1) (b) and (c) of the Companies Act\nof 2013 have been complied with. The Companies (Authorised to Register) Amendment Rules, 2023, has eliminated\nall these requirements.<\/p>\n\n\n\n<p>The next significant amendment made\nis to Rule (3) (2) (c) (iv) which required either a written consent or no\nobjection certificate from the secured creditors of the applicant was also\nrequired to be submitted. However, after the amendment, a written permission\ncan longer be submitted. Only a No Objection Certificate from the secured\ncreditors along with the charge holder is only required to be submitted along\nwith Form number MR-1.<\/p>\n\n\n\n<p><strong>d.<\/strong> <strong>Rule 3(2) (d)<\/strong> deals with the registration requirements for a trust seeking to be registered as a company that is limited by guarantee under Section 8 of the Companies Act of 2013.<\/p>\n\n\n\n<p>It states that any of\nthe entities as mentioned above seeking registration shall provide a list of\nall the partners who are such partners six days prior to submitting the\napplication to obtain registration. The information shall include details regarding\ntheir names, occupation, address, details of shares held by them, and also\ngiving separate information about the shares which have been allotted for cash\nconsideration and for consideration other than cash and the source of\nconsideration. Where the shares are numbered, the shares are required to be\nlisted by the numbers.<\/p>\n\n\n\n<p>A list of the\nproposed first directors of the company along with their director\nidentification number or DIN, passport number along with the expiry date,\npresidential address, along with their interest in any other body corporate or\nfirm. Consent from such proposed directors to act as directors of the company\nis also required to be submitted.<\/p>\n\n\n\n<p>A certified copy of\nany certificate of the trust\u2019s registration along with the trust deed shall\nalso be submitted.<\/p>\n\n\n\n<p>The applicant is also\nrequired to submit details with respect to the objects for which the company\nhas been formed and a declaration taken from all the members that all the prohibitions\nand restrictions mentioned under Section 8 (1) (b) and (c) of the Companies Act\nof 2013 have been complied with. Section 8 (1) (b) pertains to the requirement\nof Section 8 companies to prove to the satisfaction of the central government\nshall apply all of their profits or income to advance the objects of the\nSection 8 company. Section 8 (1) (c) mentions the prohibition imposed on\nSection 8 companies from providing dividends towards members from the profits\nobtained by the Section 8 company.<\/p>\n\n\n\n<p>The Companies (Authorised to Register) Amendment Rules,\n2023, brought about four amendments to Rule 3(2) (d) to the 2014 Rules. It\namended Rule 3(2) (d) (iv) and omitted Rules 3(2) (d) (v), (vi) and (vii).<\/p>\n\n\n\n<p>Erstwhile Rule 3(2) (d) (iv) stated that either a\nwritten consent or no objection certificate from all of the secured creditors\nof the applicant was required to be submitted, Post the amendment, the\napplicant is only required to provide a No Objection Certificate from the\nsecured creditors, as mentioned above, not a written consent. <\/p>\n\n\n\n<p>Rule 3(2) (d) (v) of\nthe Companies (Authorised to Register) Rules of 2014 that the applicant is to submit the written consent of the majority\nof members agreeing to such registration at a general meeting, whether\nattending in person or by proxy along with the resolution which has been passed\nto declare the amount of guarantee. Rules 3(2) (d) (vi) stated that the\napplicant is required to submit an undertaking that all the proposed directors\nof the company shall duly comply with the applicable requirements of the Indian\nStamp Act of 1899. Rules 3(2) (d) (vii) stated that a copy of the most recent\nincome tax return of the society was also required to be submitted. The Companies (Authorised to Register) Amendment Rules,\n2023, has eliminated all these requirements.<\/p>\n\n\n\n<ul><li><strong>Amendments to Form Number UR-1 of<\/strong> <strong>the Companies (Authorised to Register) Rules of\n2014<\/strong><\/li><\/ul>\n\n\n\n<p>Form Number UR-1 is titled \u201cApplication by a\ncompany for registration under Section 366\u201d. The law governing the form\nincludes Section 366 of the Companies Act of 2013 and Rule 3(2) of the Companies\n(Authorised to Register) Rules of 2014. Form number UR-1 is filed to register\neither a limited liability partnership, partnership firm, society, cooperative\nsociety or any other business entity as an unlimited company or a company which\nis limited by guarantee or a company which is limited by shares.<\/p>\n\n\n\n<p>Such form of application\nfor registration must be filed along with the prescribed fees as provided under\nthe Companies (Registration Officers and Fees) Rules of 2014. The form is required to be digitally\nsigned by a person authorised by the board of directors and shall be certified either by a company\nsecretary in practice or a cost accountant in practice, or a chartered\naccountant and practice.<\/p>\n\n\n\n<p><strong>Details\nrequired to be filled in amended Form number UR-1:<\/strong><\/p>\n\n\n\n<p>The below mentioned details are required to\nbe duly filled in Form number UR-1:<\/p>\n\n\n\n<ol><li>Further information pertaining to the company\nlike the type of company, LLPIN registration number, type of the existing\nentity, name and address of the existing entity, Email ID of the existing\nentity, the number of members of the existing entity on the date on which the\napplication is being made.<\/li><li>Details regarding the particulars of\nthe proposed company, like the name of the company, category of such proposed\ncompany, and whether the liability of the company&#8217;s members is limited by any\nother Act other than the Companies Act of 2013 enacted by the parliament.<\/li><li>The date of the instrument which\nconstituted the existing entity along with a description of such instrument.<\/li><li>the date on which the resolution pause\npaused to declare the amount of guarantee along with details of the particulars\nof the guarantee which have been taken by each member<\/li><li>The date on which the general meeting\nwas held wherein the resolution approving registration along with limited\nliability passed<\/li><li>details regarding the passing of a\nspecial resolution and the venue where the general meeting was held<\/li><li>Total value or amount of the movable\nor immovable property, including actionable claims<\/li><li>Whether any legal proceedings or suit\nis pending by or against the entity or a member of the company or a public\nofficer, along with details of such pending proceeding or suit.<\/li><li>Whether hey the entity has any\noutstanding secured debt as on the date on which the application is being made,\nalong with the amount of the total outstanding debt<\/li><li>The\ndate on which the advertisement was published in the English language and the\ndate on which the advertisement was published in the vernacular language in\naccordance with Companies (Registration Officers and Fees) Rules of 2014, Rule\n4.<\/li><li>Details\nregarding any objection which has been received till the date on which the\napplication is filed &nbsp;in response to the\npublication of the advertisement<\/li><\/ol>\n\n\n\n<p><strong>Attachments\nare required to be submitted along with amended Form number UR-1<\/strong><\/p>\n\n\n\n<p>The\nbelow mentioned attachments must be submitted along with Form number UR-1:<\/p>\n\n\n\n<ol><li>Particulars of the partners and\nmembers of the entity, along with information regarding the shares held by such\npartners or members.<\/li><li>Affidavit from all the partners or\nmembers of the entity regarding the entity\u2019s dissolution.<\/li><li>Copy of instrument regulating\nconstituting the entity.<\/li><li>Copy of the registration certificate\nof the entity, if applicable.<\/li><li>Copier any newspaper advertisement\npublished in the English language or vernacular language.<\/li><li>A resolution passed by unregistered\ncompanies in situations pertaining to Chapter XXI on the Companies Act of 2013.<\/li><li>Any intimation from the appropriate\nregistrar of firms or the registrar of companies.<\/li><li>No objection certificate along with\ncharge holder from the secured creditors, if applicable.<\/li><li>Statement of the accounts of the\nentity which has been duly prepared not be more than 15 days preceding the date\non which the application was made after being duly certified by an auditor.<\/li><li>Copy\nof the resolution that clearly declares the amount of guarantee.<\/li><li>Copy\nof the most recent income tax return of the entity.<\/li><li>Copy\nof any objections that have been received from the company and also details of\nthe resolutions that were passed in this record. <\/li><li>Any\nother optional attachment. <\/li><\/ol>\n\n\n\n<h2 class=\"wp-block-heading\">Conclusion<\/h2>\n\n\n\n<p>The Ministry of Corporate Affairs notified the Companies (Authorised to Register) Amendment Rules of 2023 on 19 January 2023 to amend the Companies (Authorised to Register) Rules of 2014. The amendments shall come into effect from 23 January 2023. The Companies (Authorised to Register) Rules of 2014 provide the requirements and compliances for entities like a company, limited liability partnership, trust, or a Section 8 company looking to obtain registration from the Registrar of Companies. The Companies (Authorised to Register) Amendment Rules of 2023 have amended Rule 3(2) (a), (b), (c ) and (d) along with Form No. URC-1 of the Companies (Authorised to Register) Rules of 2014. The amendment has considerably reduced the number of both pre-registration and post-registration compliances, which entities like a limited liability partnership or a partnership firm or a trust or society shall be required to comply with while applying to be registered as a company with the Registrar of Companies.<\/p>\n\n\n\n<p class=\"text-left\"><b>Read Our Article<\/b>: <mark style=\"background: #fffd03 !important;\"><a href=\"https:\/\/corpbiz.io\/learning\/how-to-avail-a-company-registration-certificate\/\">How To Avail A Company Registration Certificate?<\/a><\/mark><\/p>\n","protected":false},"excerpt":{"rendered":"<p>The Ministry of Corporate Affairs or MCA notified the Companies (Authorised to Register) Amendment Rules of 2023 on 19 January 2023 to amend the Companies (Authorised to Register) Rules of 2014. The MCA[1] brought forth these amendments in the exercise of its powers flowing from the provisions of the Companies Act of 2013, namely, Section [&hellip;]<\/p>\n","protected":false},"author":47,"featured_media":52352,"comment_status":"open","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":[],"categories":[1],"tags":[3076],"acf":{"service_id":"1"},"authorName":"Sherin Jose","authorImageUrl":"https:\/\/corpbiz.io\/learning\/wp-content\/uploads\/2022\/11\/MicrosoftTeams-image-4-e1668575330329.jpg","authorDescription":"Sherin has degrees in Law and English Literature from the University of Delhi. She is adept at legal research and writing and enjoys discussing and analysing important legal developments. Her primary interests lie in Corporate, FinTech and IPR Law and she is always on the lookout for exploring new developments in the area. She is an avid reader who loves classics and contemporary fiction. She likes to travel, bake and obsess over cat videos in her free time.","postViews":3819,"readingTime":10,"_links":{"self":[{"href":"https:\/\/corpbiz.io\/learning\/wp-json\/wp\/v2\/posts\/52340"}],"collection":[{"href":"https:\/\/corpbiz.io\/learning\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/corpbiz.io\/learning\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/corpbiz.io\/learning\/wp-json\/wp\/v2\/users\/47"}],"replies":[{"embeddable":true,"href":"https:\/\/corpbiz.io\/learning\/wp-json\/wp\/v2\/comments?post=52340"}],"version-history":[{"count":3,"href":"https:\/\/corpbiz.io\/learning\/wp-json\/wp\/v2\/posts\/52340\/revisions"}],"predecessor-version":[{"id":52343,"href":"https:\/\/corpbiz.io\/learning\/wp-json\/wp\/v2\/posts\/52340\/revisions\/52343"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/corpbiz.io\/learning\/wp-json\/wp\/v2\/media\/52352"}],"wp:attachment":[{"href":"https:\/\/corpbiz.io\/learning\/wp-json\/wp\/v2\/media?parent=52340"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/corpbiz.io\/learning\/wp-json\/wp\/v2\/categories?post=52340"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/corpbiz.io\/learning\/wp-json\/wp\/v2\/tags?post=52340"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}