The Companies (Incorporation) Rules, 2014

Published vide Notification No. G.S.R. 250(E), dated 31st March, 2014

act2162

Ministry of Corporate Affairs

G.S.R. 250(E). - In exercise of the powers conferred under section 3, section 4, sub-sections (5) and (6) of section 5, section 6, sub-section (1) and (2) of section 7, sub-section (1) and (2) of section 8, clauses (a) and (b) of subsection (1) of section11, sub-sections (2), (3), (4) and (5) of section 12, sub-sections (3), (4) and proviso to sub-section (5) of section 13, sub-section (2) of section 14, sub-section (1) of section 17, sub-section (1) and (2) of section 20 read with sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013) and in supersession of the Companies (Central Government's) General Rules and Forms, 1956 or any other relevant rules prescribed under the Companies Act, 1956 (1 of 1956) on matters covered under these rules, except as respects things done or omitted to be done before such supersession, the Central Government hereby makes the following rules, namely: -

Short title and commencement.- (1) These rules may be called the Companies (Incorporation) Rules, 2014.

(2) They shall come into force on the 1st day of April, 2014.

Definitions.- (1) In these rules, unless the context otherwise requires,-

(a) "Act" means the Companies Act, 2013 (18 of 2013);

(b) "Annexure" means the Annexure to these rules;

(c) "Form" or "e-Form" means a form in the electronic form or non-electronic form as specified under the Act or Rules made there under and notified by the Central Government under the Act;

(d) "Fees" means fees as specified in the Companies (Registration offices and fees) Rules, 2014;

(e) "Regional Director" means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional Director;

(f) "Section" means the section of the Act;

(2) Words and expressions used in these rules but not defined and defined in the Act or in Companies (Specification of definitions details) Rules, 2014 shall have the meanings respectively assigned to them in the Act and said rules.

One Person Company.- (1) Only a natural person who is an Indian citizen and resident in India-

(a) shall be eligible to incorporate a One Person Company;

(b) shall be a nominee for the sole member of a One Person Company.

[Explanation I. - For the purposes of this rule, the term "resident in India" means a person who has stayed in India for a period of not less than one hundred and eighty two days during the immediately preceding financial year.

Explanation II. - For the purposes of this rule, while counting the number of days of stay of a director in India for the financial year 2018-2019, any period of stay between 01.01.2018 till the date of notification of this rule shall also be counted.]

[(2) A natural person shall not be member of more than a One Person Company at any point of time and the said person shall not be a nominee of more than a One Person Company.]

(3) Where a natural person, being member in One Person Company in accordance with this rule becomes a member in another such Company by virtue of his being a nominee in that One Person Company, such person shall meet the eligibility criteria specified in sub rule (2) within a period of one hundred and eighty days.

(4) No minor shall become member or nominee of the One Person Company or can hold share with beneficial interest.

(5) Such Company cannot be incorporated or converted into a company under section 8 of the Act.

(6) Such Company cannot carry out Non-Banking Financial Investment activities including investment in securities of any body corporates.

(7) No such company can convert voluntarily into any kind of company unless two years have expired from the date of incorporation of One Person Company, except threshold limit (paid up share capital) is increased beyond fifty lakh rupees or its average annual turnover during the relevant period exceeds two crore rupees.

Nomination by the subscriber or member of One Person Company.- For the purposes of first proviso to sub-section (1) of section 3-

(1) The subscriber to the memorandum of a One Person Company shall nominate a person, after obtaining prior written consent of such person, who shall, in the event of the subscriber's death or his incapacity to contract, become the member of that One Person Company.

(2) The name of the person nominated under sub-rule (1) shall be mentioned in the memorandum of One Person Company and [such nomination in Form No. INC-32 (SPICe) along with consent of such nominee obtained in Form No. INC-3] and fee as provided in the Companies (Registration offices and fees) Rules, 2014 shall be filed with the Registrar at the time of incorporation of the company along with its memorandum and articles.

(3) The person nominated by the subscriber or member of a One Person Company may, withdraw his consent by giving a notice in writing to such sole member and to the One Person Company: Provided that the sole member shall nominate another person as nominee within fifteen days of the receipt of the notice of withdrawal and shall send an intimation of such nomination in writing to the Company, along with the written consent of such other person so nominated in Form No. INC.3.

(4) The company shall within thirty days of receipt of the notice of withdrawal of consent under sub-rule (3) file with the Registrar, a notice of such withdrawal of consent and the intimation of the name of another person nominated by the sole member in Form No INC.4 along with fee as provided in the Companies (Registration offices and fees) Rules, 2014 and the written consent of such another person so nominated in Form No. INC.3.

(5) The subscriber or member of a One Person Company may, by intimation in writing to the company, change the name of the person nominated by him at any time for any reason including in case of death or incapacity to contract of nominee and nominate another person after obtaining the prior consent of such another person in Form No INC.3:

Provided that the company shall, on the receipt of such intimation, file with the Registrar, a notice of such change in Form No INC.4 along with fee as provided in the Companies (Registration offices and fees) Rules, 2014 and with the written consent of the new nominee in Form No.INC.3 within thrity days of receipt of intimation of the change.

(6) Where the sole member of One Person Company ceases to be the member in the event of death or incapacity to contract and his nominee becomes the member of such One Person Company, such new member shall nominate within fifteen days of becoming member, a person who shall in the event of his death or his incapacity to contract become the member of such company, and the company shall file with the Registrar an intimation of such cessation and nomination in Form No INC.4 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 within thirty days of the change in membership and with the prior written consent of the person so nominated in Form No.INC.3.

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OLD LAW 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 and 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 Form No.INC.5 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.

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 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 Form No. MGT.14.

(4) The company shall file an application in Form No.INC.6 for its conversion into One Person Company along with fees as provided in in the Companies (Registration offices and fees) Rules, 2014, 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, the paid up share capital company is fifty lakhs rupees or less or average annual turnover is less than two crores rupees, as the case may be;

(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.

[7A. Penalty. - 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;]

Undesirable names.- (1) In determining whether a proposed name is identical with another, the differences on account of the following shall be disregarded-

(a) the words like Private, Pvt, Pvt., (P), Limited, Ltd, Ltd., LLP, Limited Liability Partnership;

(b) words appearing at the end of the names - company, and company, co., co, corporation, corp, corpn, corp.;

(d) type and case of letters, spacing between letters and punctuation marks;

(e) joining words together or separating the words does not make a name distinguishable from a name that uses the similar, separated or joined words;

(f) use of a different tense or number of the same word does not distinguish one name from another;

(g) using different phonetic spellings or spelling variations shall not be considered as distinguishing one name from another. Illustration (For example, P.Q. Industries limited is existing then P and Q Industries or Pee Que Industries or P n Q Industries or P & Q Industries shall not be allowed and similarly if a name contains numeric character like 3, resemblance shall be checked with 'Three' also;)

(h) misspelled words, whether intentionally misspelled or not, do not conflict with the similar, properly spelled words;

(i) the addition of an internet related designation, such as .com, .net, .edu, .gov, .org, .in does not make a name distinguishable from another, even where (.) is written as 'dot';

(j) the addition of words like New, Modern, Nav, Shri, Sri, Shree, Sree, Om, Jai, Sai, The, etc. does not make a name distinguishable from an existing name and similarly, if it is different from the name of the existing company only to the extent of adding the name of the place, the same shall not be allowed; such names may be allowed only if no objection from the existing company by way of Board resolution is submitted;

(k) different combination of the same words does not make a name distinguishable from an existing name, e.g., if there is a company in existence by the name of "Builders and Contractors Limited", the name "Contractors and Builders Limited" shall not be allowed unless it is change of name of existing company;

(l) if the proposed name is the Hindi or English translation or transliteration of the name of an existing company or limited liability partnership in English or Hindi, as the case may be.

(2) (a) The name shall be considered undesirable, if-

(i) it attracts the provisions of section 3 of the Emblems and Names (Prevention and Improper Use) Act, 1950 (12 of 1950);

[(ii) It includes the name of a trade mark registered or a trade mark which is subject of an application for registration under the Trade Marks Act, 1999 and the rules framed thereunderunless the consent of the owner or applicant for registration, of the trade mark as the case may be has been obtained and produced by the promoters;]

(iii) it includes any word or words which are offensive to any section of the people;

(b) The name shall also be considered undesirable, if-

(i) the proposed name is identical with or too nearly resembles the name of a limited liability partnership;

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Provided that every name need not be necessarily indicative of the objects of the company, but when there is some indication of objects in the name, then it shall be in conformity with the objects mentioned in the memorandum;

(iii) the company's main business is financing, leasing, chit fund, investments, securities or combination thereof, such name shall not be allowed unless the name is indicative of such related financial activities, viz., Chit Fund or Investment or Loan, etc.;

(iv) it resembles closely the popular or abbreviated description of an existing company or limited liability partnership;

(v) the proposed name is identical with or too nearly resembles the name of a company or limited liability partnership incorporated outside India and reserved by such company or limited liability partnership with the Registrar:

Provided that if a foreign company is incorporating its subsidiary company in India, then the original name of the holding company as it is may be allowed with the addition of word India or name of any Indian state or city, if otherwise available;

(vi) any part of the proposed name includes the words indicative of a separate type of business constitution or legal person or any connotation thereof e.g. cooperative, sehkari, trust, LLP, partnership, society, proprietor, HUF, firm, Inc., PLC, GmbH, SA, PTE, Sdn, AG etc.;

Explanation. - For the purposes of this sub-clause, it is hereby clarified that the name including phrase 'Electoral Trust' may be allowed for Registration of companies to be formed under section 8 of the Act, in accordance with the Electoral Trusts Scheme, 2013 notified by the Central Board of Direct Taxes (CBDT):

Provided that name application is accompanied with an affidavit to the effect that the name to be obtained shall be only for the purpose of registration of companies under Electoral Trust Scheme as notified by the Central Board of Direct Taxes;

(vii) the proposed name contains the words 'British India';

(viii) the proposed name implies association or connection with embassy or consulate or a foreign government;

(ix) the proposed name includes or implies association or connection with or patronage of a national hero or any person held in high esteem or important personages who occupied or are occupying important positions in Government;

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Provided that existing company may use its abbreviated name as part of the name for formation of a new company as subsidiary or joint venture or associate company but such joint venture or associated company shall not have an abbreviated name only e.g. Delhi Paper Mills Limited can get a joint venture or associated company as DPM Papers Limited and not as DPM Limited:

Provided further that the companies well known in their respective field by abbreviated names are allowed to change their names to abbreviation of their existing name after following the requirements of the Act;

(xi) the proposed name is identical to the name of a company dissolved as a result of liquidation proceeding and a period of two years have not elapsed from the date of such dissolution:

Provided that if the proposed name is identical with the name of a company which is struck off in pursuance of action under section 248 of the Act, [or under section 560 of the Companies Act, 1956 (1 of 1956)] then the same shall not be allowed before the expiry of twenty years from the publication in the Official Gazette being so struck off;

(xii) it is identical with or too nearly resembles the name of a limited liability partnership in liquidation or the name of a limited liability partnership which is struck off up to a period of five years;

(xiii) the proposed name include words such as 'Insurance', 'Bank', 'Stock Exchange', 'Venture Capital', 'Asset Management', 'Nidhi', 'Mutual fund' etc., unless a declaration is submitted by the applicant that the requirements mandated by the respective regulator, such as IRDA, RBI, SEBI, MCA etc. have been complied with by the applicant;

(xiv) the proposed name includes the word "State", the same shall be allowed only in case the company is a government company;

(xv) the proposed name is containing only the name of a continent, country, state, city such as Asia limited, Germany Limited, Haryana Limited, Mysore Limited;

(xvi) the name is only a general one, like Cotton Textile Mills Ltd. or Silk Manufacturing Ltd., and not Lakshmi Silk Manufacturing Co. Ltd;

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(xviii) the proposed name includes name of any foreign country or any city in a foreign country, the same shall be allowed if the applicant produces any proof of significance of business relations with such foreign country like Memorandum of Understanding with a company of such country:

Provided that the name combining the name of a foreign country with the use of India like India Japan or Japan India shall be allowed if, there is a government to government participation or patronage and no company shall be incorporated using the name of an enemy country. Explanation. - For the purposes of this clause, enemy country means so declared by the Central Government from time to time.

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(5) The applicant shall declare in affirmative or negative (to affirm or deny) whether they are using or have been using in the last five years , the name applied for incorporation of company or LLP in any other business constitution like Sole proprietor or Partnership or any other incorporated or unincorporated entity and if, yes details thereof and No Objection Certificate from other partners and associates for use of such name by the proposed Company or LLP, as the case may be, and also a declaration as to whether such other business shall be taken over by the proposed company or LLP or not .

(6) The following words and combinations thereof shall not be used in the name of a company in English or any of the languages depicting the same meaning unless the previous approval of the Central Government has been obtained for the use of any such word or expression-

(a) Board;

(b) Commission;

(d) Undertaking;

(e) National;

(f) Union;

(g) Central;

(h) Federal;

(i) Republic;

(j) President;

(k) Rashtrapati;

(l) Small Scale Industries;

(m) Khadi and Village Industries Corporation;

(n) [***] and the like;

(o) Municipal;

(p) Panchayat;

(q) Development Authority;

(r) Prime Minister or Chief Minister;

(s) Minister;

(t) Nation;

(u) Forest corporation;

(v) Development Scheme;

(w) Statute or Statutory;

(x) Court or Judiciary;

(y) Governor;

(z) the use of word Scheme with the name of Government (s) , State , India, Bharat or any government authority or in any manner resembling with the schemes launched by Central, state or local Governments and authorities; and

(za) Bureau

(7) For the Companies under section 8 of the Act, the name shall include the words foundation, Forum, Association, Federation, Chambers, Confederation, council, Electoral trust and the like etc. Every company incorporated as a "Nidhi" shall have the last word 'Nidhi Limited' as part of its name.

(8) The names released on change of name by any company shall remain in data base and shall not be allowed to be taken by any other company including the group company of the company who has changed the name for a period of three years from the date of change subject to specific direction from the competent authority in the course of compromise, arrangement and amalgamation.

[9. Reservation of name. - An application for reservation of name shall be made through the web service available at www.mca.gov.in by using form RUN (Reserve Unique Name) along with fee as provided in the Companies (Registration offices and fees) Rules, 2014, which may either be approved or rejected, as the case may be, by the Registrar, Central Registration Centre after allowing re-submission of such application within fifteen days for rectification of the defects, if any.]

- Where the articles contain the provisions for entrenchment, the company shall give notice to the Registrar of such provisions in Form No.INC.2 or [***], or Form No. INC-32(SPICe) as the case may be, along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 at the time of incorporation of the company or in case of existing companies, the same shall be filed in Form No.MGT.14 within thirty days from the date of entrenchment of the articles, as the case may be, along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014.
The model articles as prescribed in Table F, G, H, I and J of Schedule I may be adopted by a company as may be applicable to the case of the company, either in totality or otherwise.

[12. Application for incorporation of companies. - An application for registration of a company shall be filed with the Registrar within whose jurisdiction the registered office of the company is proposed to be situated in Form No. INC-32 (SPICe) along with the fee as provided under the Companies (Registration offices and fees) Rules, 2014.

Provided that in case pursuing of any of the objects of a company requires registration or approval from sectoral regulators such as the Reserve Bank of India, the Securities and Exchange Board, registration or approval, as the case may be from such regulator shall be obtained by the proposed company before pursuing such object and a declaration in this behalf shall be submitted at the stage of incorporation of the company]

Signing of memorandum and articles.- The Memorandum and Articles of Association of the company shall be signed in the following manner, namely:-

(1) The memorandum and articles of association of the company shall be signed by each subscriber to the memorandum, who shall add his name, address, description and occupation, if any, in the presence of at least one witness who shall attest the signature and shall likewise sign and add his name, address, description and occupation, if any and the witness shall state that "I witness to subscriber/subscriber(s), who has/have subscribed and signed in my presence (date and place to be given); further I have verified his or their Identity Details (ID) for their identification and satisfied myself of his/her/their identification particulars as filled in"

(2) Where a subscriber to the memorandum is illiterate, he shall affix his thumb impression or mark which shall be described as such by the person, writing for him, who shall place the name of the subscriber against or below the mark and authenticate it by his own signature and he shall also write against the name of the subscriber, the number of shares taken by him.

[Explanation. - For the purposes of sub-rule (1) and Sub-rule (2), the type written or printed particulars of the subscribers and witnesses shall be allowed as if it is written by the subscriber and witness respectively so long as the subscriber and the witness as the case may be appends his or her signature or thumb impression, as the case may be.]

(3) Such person shall also read and explain the contents of the memorandum and articles of association to the subscriber and make an endorsement to that effect on the memorandum and articles of association.

(4) Where the subscriber to the memorandum is a body corporate, the memorandum and articles of association shall be signed by director, officer or employee of the body corporate duly authorized in this behalf by a resolution of the board of directors of the body corporate and where the subscriber is a Limited Liability Partnership, it shall be signed by a partner of the Limited Liability Partnership, duly authorized by a resolution approved by all the partners of the Limited Liability Partnership:

Provided that in either case, the person so authorized shall not, at the same time, be a subscriber to the memorandum and articles of Association.

(5) Where subscriber to the memorandum is a foreign national residing outside India-

(a) in a country in any part of the Commonwealth, his signatures and address on the memorandum and articles of association and proof of identity shall be notarized by a Notary (Public) in that part of the Commonwealth.

(b) in a country which is a party to the Hague Apostille Convention, 1961, his signatures and address on the memorandum and articles of association and proof of identity shall be notarized before the Notary (Public) of the country of his origin and be duly apostillised in accordance with the said Hague Convention.

(c) in a country outside the Commonwealth and which is not a party to the Hague Apostille Convention, 1961, his signatures and address on the memorandum and articles of association and proof of identity, shall be notarized before the Notary (Public) of such country and the certificate of the Notary (Public) shall be authenticated by a Diplomatic or Consular Officer empowered in this behalf under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 (40 of 1948) or, where there is no such officer by any of the officials mentioned in section 6 of the Commissioners of Oaths Act, 1889 (52 and 53 Vic.C.10), or in any Act amending the same;

(d) visited in India and intended to incorporate a company, in such case the incorporation shall be allowed if, he/she is having a valid Business Visa.

Explanation. - For the purposes of this clause, it is hereby clarified that, in case of Person is of Indian Origin or Overseas Citizen of India, requirement of business Visa shall not be applicable.

Declaration by professionals.- For the purposes of clause (b) of sub-section (1) of section 7, the declaration by an advocate, a Chartered Accountant, Cost accountant or Company Secretary in practice shall be in Form No. INC.8.

Explanation. (i) "chartered accountant" means a chartered accountant as defined in clause (b) of sub section 1 of section 2 of the Chartered Accountants Act, 1949 (ii) "Cost Accountant" means a cost accountant as defined in clause (b) of subsection (1) of section 2 of the Cost and Works Accountants Act, 1959 and (iii) "company secretary" means a "company secretary" or "secretary" means as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980.

[15. Declaration from Subscribers and First Directors. - For the purposes of clause (c) of sub-section (1) of section 7, the declaration shall be submitted by each of the subscribers to the memorandum and each of the first directors named in the articles in Form No.INC-9.]

Particulars of every subscriber to be filed with the Registrar at the time of incorporation.- (1) The following particulars of every subscriber to the memorandum shall be filed with the Registrar-

(a) Name (including surname or family name) and recent Photograph affixed and scan with MOA and AOA:

(b) Father's/ Mother's/ name:

(d) Date of Birth:

(e) Place of Birth (District and State):

(f) Educational qualification:

(g) Occupation:

(h) Income-tax permanent account number:

(i) Permanent residential address and also Present address (Time since residing at present address and address of previous residence address (es) if stay of present address is less than one year) similarly the office/business addresses :

(j) Email id of Subscriber;

(k) Phone No. of Subscriber;

(l) Fax no. of Subscriber (optional)

Explanation. - information related to (i) to (l) shall be of the individual subscriber and not of the professional engaged in the incorporation of the company;

(m) Proof of Identity:

[Explanation. - In case the subscriber is already holding a valid Din, and the Particulars provided therein have been updated as on the date of application, and the declaration to this effect is given in the application, the proof of identity and residence need not be attached.]

For Indian Nationals:

PAN Card (mandatory) and any one of the following

Voter's identity card

Passport copy

Driving License copy

Unique Identification Number (UIN)

For Foreign nationals and Non Resident Indians

Passport

(n) Residential proof such as Bank Statement, Electricity Bill, Telephone/ Mobile Bill:

Provided that Bank statement Electricity bill, Telephone or Mobile bill shall not be more than two months old;

(o) Proof of nationality in case the subscriber is a foreign national.

(p) If the subscriber is already a director or promoter of a company(s), the particulars relating to-

(i) Name of the company;

(ii) Corporate Identity Number;

(iii) Whether interested as a director or promoter;

[***]

(2) Where the subscriber to the memorandum is a body corporate, then the following particulars shall be filed with the Registrar-

(a) Corporate Identity Number of the Company or Registration number of the body corporate, if any

(b) GLN, if any;

(d) the registered office address or principal place of business;

(e) E-mail Id;

(f) if the body corporate is a company, certified true copy of the board resolution specifying inter alia the authorization to subscribe to the memorandum of association of the proposed company and to make investment in the proposed company, the number of shares proposed to be subscribed by the body corporate, and the name, address and designation of the person authorized to subscribe to the Memorandum;

(g) if the body corporate is a limited liability partnership [***], certified true copy of the resolution agreed to by all the partners specifying inter alia the authorization to subscribe to the memorandum of association of the proposed company and to make investment in the proposed company, the number of shares proposed to be subscribed in the body corporate, and the name of the partner authorized to subscribe to the Memorandum;

(h) the particulars as specified above for subscribers in terms of clause (e) of sub- section (1) of section 7 for the person subscribing for body corporate;

(i) in case of foreign bodies corporate, the details relating to-

(i) the copy of certificate of incorporation of the foreign body corporate; and

(ii) the registered office address.

Particulars of first directors of the company and their consent to act as such.- The particulars of each person mentioned in the articles as first director of the company and his interest in other firms or bodies corporate along with his consent to act as director of the company shall be filed in Form No.DIR.12 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014.

[18. Certificate of incorporation. - The Certificate of Incorporation shall be issued by the Registrar in Form No. INC-11 and the Certificate of Incorporation shall mention permanent account number of the company where it is issued by the Income-tax Department.]

License under section 8 for new companies with charitable objects etc.- (1) A person or an association of persons (hereinafter referred to in this rule as "the proposed company"), desirous of incorporating a company with limited liability under sub-section (1) of 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 Form No.INC.12 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 to the Registrar for a license under sub-section (1) of section 8.

(2) The memorandum of association of the proposed company shall be in Form No.INC.13.

(3) The application under sub-rule (1) shall be accompanied by the following documents, namely:-

(a) the draft memorandum and articles of association of the proposed company;

(b) the declaration in Form No.INC.14 by an Advocate, a Chartered Accountant, Cost Accountant or Company Secretary in practice, that the draft 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) 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;

(d) the declaration by each of the persons making the application in Form No. INC.15.

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 Form No.INC.12 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.

(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 Form No.INC.14 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 Form No.INC.15.

(2) 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 Form No. INC.26 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 license shall be in Form No.INC.16. or Form No.INC.17, 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.

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 Form No.MGT.14 along with the fee

(3) The company shall file an application in Form No.INC.18 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.

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 Form No. INC.19 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 organization 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.

(4a) 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 organization 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.

(5) 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.

(6) The company shall attach with the application a certificate from practicing Chartered Accountant or Company Secretary in practice or Cost Accountant 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.

(7) 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

(8) 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;

(9) Before imposing the conditions or rejecting the application, the company shall be given a reasonable opportunity of being heard by the Regional Director

(10) 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 Form No.INC.20 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.

(11) 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.

Intimation to Registrar of revocation of licence issued under section 8.- Where the licence granted to a company registered under section 8 has been revoked, the company shall apply to the Registrar in Form No.INC.20 along with the fee to convert its status and change of name accordingly.

[24. * * *]

OLD LAW 6

Verification of registered office.- (1) The verification of the registered office shall be filed in Form No.INC.22 along with the fee, and

(2) There shall be attached to said Form, any of the following documents, namely :-

(a) the registered document of the title of the premises of the registered office in the name of the company; or

(b) the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;

(c) the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and

(d) the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.

[26. Publication of name by company. - Every company which has a website for conducting online business or otherwise, shall disclose/publish its name, address of its registered office, the Corporate identity Number, Telephone number, fax number if any, email and the name of the person who may be contacted in case of any queries or grievances on the landing/home page of the said website.

(2) The Central Government may as and when required, notify the other documents on which the name of company shall be printed.]

Notice and verification of change of situation of the registered office.- The notice of change of the situation of the registered office and verification thereof shall be filed in Form No.INC.22 along with the fee and shall be attached to the said form, the similar documents and manner of verification as are specified for verification of Registered office on incorporation in terms of sub-section (2) of section 12.

[28. Shifting of registered office within the same State. - (1) An application seeking confirmation from the Regional Director for shifting the registered office within the same State from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies, shall be filed by the company with the Regional Director in Form No. INC. 23 along with the fee and following documents, -

(a) Board Resolution for shifting of registered office;

(b) Special Resolution of the members of the company approving the shifting of registered office;

(c) a declaration given by the Key Managerial Personnel or any two directors authorised by the Board, that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof;

(d) a declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending;

(e) acknowledged copy of intimation to the Chief Secretary of the State as to the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting.]

Alteration of Memorandum by change of name.- [(1) The change of name shall not be allowed to a company which has not filed annual returns or financial statements due for filing with the Registrar or which has failed to pay or repay matured deposits or debentures or interest thereon:

Provided that the change of name shall be allowed upon filing necessary documents or payment or repayment of matured deposits or debentures or interest thereon as the case may be.]

(2) An application shall be filed in Form No.INC.24 along with the fee for change in the name of the company and a new certificate of incorporation in Form No.INC.25 shall be issued to the company consequent upon change of name.

[30. Shifting of registered office from one State or Union territory to another State. - (1) An application under sub-section (4) of section 13, for the purpose of seeking approval for alteration of memorandum with regard to the change of place of the registered office from one State Government or Union territory to another, shall be filed with the Central Government in Form No. INC.23 along with the fee and shall be accompanied by the following documents, namely: -

(a) a copy of Memorandum of Association, with proposed alterations;

(b) a copy of the minutes of the general meeting at which the resolution authorising such alteration was passed, giving details of the number of votes cast in favour or against the resolution;

(2) There shall be attached to the application, a list of creditors and debenture holders, drawn up to the latest practicable date preceding the date of filing of application by not more than one month, setting forth the following details, namely:-

(a) the names and address of every creditor and debenture holder of the company;

(b) the nature and respective amounts due to them in respect of debts, claims or liabilities:

Provided that the list of creditors and debenture holders, accompanied by declaration signed by the Company Secretary of the company, if any, and not less than two directors of the company, one of whom shall be a managing director, where there is one, stating that

(i) they have made a full enquiry into the affairs of the company and, having done so, have concluded that the list of creditors are correct, and that the estimated value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of or claims against the company to their knowledge, and

(ii) no employee shall be retrenched as a consequence of shifting of the registered office from one state to another state and also there shall be an application filed by the company to the Chief Secretary of the concerned State Government or the Union territory.

(3) A duly authenticated copy of the list of creditors shall be kept at the registered office of the company and any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect and take extracts from the same on payment of a sum not exceeding ten rupees per page to the company.

(4) There shall also be attached to the application a copy of the acknowledgment of service of a copy of the application with complete annexures to the Registrar and Chief Secretary of the State Government or Union territory where the registered office is situated at the time of filing the application.

(5) The company shall, not more than thirty days before the date of filing the application in Form No. INC.23 -

(a) advertise in the Form No. INC.26 in the vernacular newspaper in the principal vernacular language in the district and in English language in an English newspaper with the widest circulation in the State in which the registered office of the company is situated:

Provided that a copy of advertisement shall be served on the Central Government immediately on its publication.

(b) serve, by registered post with acknowledgment due, individual notice, to the effect set out in clause (a) on each debenture-holder and creditor of the company; and

(c) serve, by registered post with acknowledgment due, a notice together with the copy of the application to the Registrar and to the Securities and Exchange Board of India, in the case of listed companies and to the regulatory body, if the company is regulated under any special Act or law for the time being in force.

(6) There shall be attached to the application a duly authenticated copy of the advertisement and notices issued under sub-rule (5), a copy each of the objection received by the applicant, and tabulated details of responses along with the counter-response from the company received either in the electronic mode or in physical mode in response to the advertisements and notices issued under sub-rule (5).

(7) Where no objection has been received from any person in response to the advertisement or notice under sub-rule (5) or otherwise, the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within fifteen days of the receipt of the application.

(8) Where an objection has been received,

(i) the Central Government shall hold a hearing or hearings, as required and direct the company to file an affidavit to record the consensus reached at the hearing, upon executing which, the Central Government shall pass an order approving the shifting, within sixty days of filing the application.

(ii) where no consensus is reached at the hearings the company shall file an affidavit specifying the manner in which objection is to be resolved within a definite time frame, duly reserving the original jurisdiction to the objector for pursuing its legal remedies, even after the registered office is shifted, upon execution of which the Central Government shall pass an order confirming or rejecting the alteration within sixty days of the filing of application.

(9) The order passed by the Central Government confirming the alteration may be on such terms and conditions, if any, as it thinks fit, and may include such order as to costs as it thinks proper:

Provided that the shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.

(10) On completion of such inquiry, inspection or investigation as a consequence of which no prosecution is envisaged or no prosecution is pending, shifting of registered office shall be allowed.]

OLD LAW 6

The certified copy of the order of the Central Government, approving the alteration of the memorandum for transfer of registered office of the company from one State to another, shall be filed in Form No.INC.28 along with the fee as with the Registrar of the State within thirty days from the date of receipt of certified copy of the order.
Change of objects for which money is raised through prospectus.- (1) Where the company has raised money from public through prospectus and has any unutilised amount out of the money so raised, it shall not change the objects for which the money so raised is to be applied unless a special resolution is passed through postal ballot and the notice in respect of the resolution for altering the objects shall contain the following particulars, namely:-

(a) the total money received;

(b) the total money utilized for the objects stated in the prospectus;

(d) the particulars of the proposed alteration or change in the objects;

(e) the justification for the alteration or change in the objects;

(f) the amount proposed to be utilized for the new objects;

(g) the estimated financial impact of the proposed alteration on the earnings and cash flow of the company;

(h) the other relevant information which is necessary for the members to take an informed decision on the proposed resolution;

(i) the place from where any interested person may obtain a copy of the notice of resolution to be passed.

(2) The advertisement giving details of each resolution to be passed for change in objects which shall be published simultaneously with the dispatch of postal ballot notices to shareholders.

(3) The notice shall also be placed on the website of the company, if any.

Alteration of articles.- (1) For effecting the conversion of a private company into a public company or vice versa, the application shall be filed in Form No.INC.27 with fee.

(2) A copy of order of the competent authority approving the alteration, shall be filed with the Registrar in Form No. INC.27 with fee together with the printed copy of the altered articles within fifteen days of the receipt of the order from the Central Government.

Explanation. - For the purposes of this sub-rule, the term "competent authority" means, the Central Government.

Copies of memorandum and articles, etc. to be given to members on request being made by them.- A company shall on payment of fee, send a copy of each of the following documents to a member within seven days of the request being made by him-

(1) the memorandum;

(2) the articles;

(3) every agreement and every resolution referred to in sub-section (1) of section 117, if and so far as they have not been embodied in the memorandum and articles.

Service of documents.- (1) A document may be served on a company or an officer thereof through electronic transmission.

(2) For the purposes of sub-rule (1), the term, "electronic transmission" means a communication-

(a) delivered by -

(i) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, which the company or the officer has provided from time to time for sending communications to the company or the officer respectively;

(ii) posting of an electronic message board or network that the company or the officer has designated for such communications, and which transmission shall be validly delivered upon the posting; or

(iii) other means of electronic communication, in respect of which the company or the officer has put in place reasonable systems to verify that the sender is the person purporting to send the transmission; and

(b) that creates a record that is capable of retention, retrieval and review, and which may thereafter be rendered into clearly legible tangible form.

(3) A document may be served on the Registrar or any member through electronic transmission.

(4) For the purposes of sub-rule (3), the term, "electronic transmission" means a communication -

(a) delivered by -

(i) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, which the Registrar or the member has provided from time to time for sending communications to the Registrar or the member respectively;

(ii) posting of an electronic message board or network that the Registrar or the member has designated for those communications, and which transmission shall be validly delivered upon the posting; or

(iii) other means of electronic communication, in respect of which the Registrar or the member has put in place reasonable systems to verify that the sender is the person purporting to send the transmission, and

(b) that creates a record that is capable of retention, retrieval and review, and which may thereafter be rendered into clearly legible tangible form.

(5) For the purposes of sub-section (1) and (2) of section 20, "courier" means a document sent through a courier which provides proof of delivery.

(6) In case of delivery by post, such service shall be deemed to have been effected-

(i) in the case of a notice of a meeting, at the expiration of forty eight hours after the letter containing the same is posted; and

(ii) in any other case, at the time at which the letter would be delivered in the ordinary course of post.

[36. ***]

OLD LAW 6

[37. Conversion of unlimited liability company into a limited liability company by shares or guarantee. - (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 Form No. INC-27 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 Form No. INC-27Aof 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:-

notice of the general meeting along with explanatory statement;
copy of the resolution passed in the general meeting;
copy of the newspaper publication;
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.
declaration signed by not less than 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).
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.

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.
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.
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.
No Objection Certificate from sectoral regulator, if applicable.
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 Form INC-11A 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 Act1956 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 Act, 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.]

[38. Simplified Proforma for Incorporating Company Electronically (SPICe). - (1) The application for incorporation of a company under this rule shall be in FORM No. INC-32 (SPICe) alongwith e-Memorandum of Association (e-MOA) in Form No. INC-33 and e-Articles of Association (e-AOA) in Form No. INC-34.

Provided that in case of incorporation of a company falling under section 8 of the Act, FORM No. INC-32 (SPICe) shall be filed along with FORM No. INC-13 (Memorandum of Association) and FORM No. INC-31 (Articles of Association) as attachments.

[Provided further that in case of incorporation of a company having more than seven subscribers or where any of the subscriber to the MOA/AOA is signing at a place outside India, MOA/AOA shall be filed with INC-32 (SPICe) in the respective formats as specified in Table A to J in Schedule I without filing form INC-33 and INC-34.]

(2) For the purposes of sub-rule (1), the application for allotment of Director Identification Number upto three Directors, reservation of a name, incorporation of company and appointment of Directors of the proposed for One Person Company, private company, public company and a company falling under section 8 of the Act, shall be filed in FORM No. INC- 32 (SPICe), , with the Registrar, within whose jurisdiction the registered office of the company is proposed to be situated along with the fee of rupees five hundred in addition to the registration fee as specified in the Companies (Registration of Offices and Fees) Rules, 2014:

Provided that where an applicant has applied for reservation of a name under Rule 9 and which has been approved therein, he may fill the reserved name as proposed name of the company.

[Provided further that in case of companies incorporated, with effect from the 26th day of January, 2018 with a nominal capital of less than or equal to rupees ten Lakhs or in respect of companies not having a share capital whose number of members as stated in the articles of association does not exceed twenty, fee on INC-32 (SPICEe) shall not be applicable.]

(3) For the purposes of filing SPICe Form, the particulars of maximum of three directors shall be allowed to be filled in FORM No. INC-32 (SPICe), and allotment of Director Identification Number of maximum of three proposed directors shall be permitted in FORM No. INC-32 (SPICe) in case of proposed directors not having approved Director Identification Number.

(4)The promoter or applicant of the proposed company shall propose only one name in FORM No. INC-32 (SPICe).

(5) The promoter or applicant of the proposed company shall prepare Memorandum of Association (e-MoA) in FORM No. INC-33 and Articles of Association (e-AoA) in FORM No. INC-34, in accordance with rule 13. Provided that the subscribers and witness or witnesses shall affix their digital signatures to the e-MoA and e-AoA.

(6) For incorporation using application as provided in this rule, provisions of the sub-clause (i) of sub-section (5) of section 4 of the Act, rule 9, and clause (a) of sub-rule (1) of rule 16 to the extent of affixing recent photograph shall not apply.

(7) A company using the provisions of this rule may furnish verification of its registered office under sub-section (2) of section 12 of the Act by filing FORM No. INC-32 (SPICe) in which case the company shall attach along with such FORM No. INC-32 (SPICe), any of the documents referred to in sub-rule (2) of rule 25.

(8) FORM No. INC-22 shall not be required to be filed in case the proposed company maintains its registered office at the given correspondence address.

(9) (a) Where the Registrar, on examining FORM No. INC-32 (SPICe), finds that it is necessary to call for further information or finds such application or document to be defective or incomplete in any respect, he shall give intimation to the applicant to remove the defects and re-submit the e-form within fifteen days from the date of such intimation given by the Registrar.

(b) After the resubmission of the document, if the registrar still finds that the document is defective or incomplete in any respect, he shall give one more opportunity of fifteen days to remove such defects or deficiencies.

Provided that the total period for re-submission of documents shall not exceed thirty days.

(10) The Certificate of Incorporation of company shall be issued by the Registrar in Form No. INC-11.]

[FORM NO. INC.1]

[Pursuant to section 4(4) of The Companies Act, 2013 and pursuant to rule 8 & 9 of The Companies (Incorporation) Rules 2014]

RUN

Reserve Unique Name

New Request

SRN

Enter SRN which is under RSUB status

Entity Type

CIN

Enter CIN only if you are applying for change of name for an existing company

Proposed Name 1

Enter you proposed name

Proposed Name 2

Enter you proposed name

Comments

Please make sure to mention the objects of the proposed company and any other relevant comments. Please attach sectoral regular approvals, NOCs or any other required documents below, if applicable

No file chosen

Once you have submitted the name reservation request it will then be checked and, if found feasible, approved by the Central Registration Centre (CRC). You will receive an email from the CRC advising the outcome of the name reservation request.

FORM NO. INC. 2

[Pursuant to section 3(1) and 7(1) of the Companies Act, 2013 and rule 4, 10, 12 & 15 of the Companies (Incorporation) Rules 2014]

One Person Company- Application for Incorporation

	Form language English Hindi
	Refer the instruction kit for filing the form.

*Service Request Number (SRN) of Form INC. 1

(a)

Name of the company

(b)

Type of Company is

(c)

Class of Company

(d)

Category

(e)

Sub Category

* (f)

Whether the company is (Radio Button) Having share capital Not having share capital

(a)

Name of the state/ Union territory in which the company is to be registered

(b)

Name of the office of the Registrar of Companies in which the company is to be registered

* Whether the address for correspondence will be the address of Registered office of the Company

Yes No

Address for correspondence till the date registered office of the company is established

* Line I

Line II

* City

* State/ Union Territory

* Pin code

* District

ISO Country Code

Country

* Ph. (with STD/ ISD code)

Fax

e-mail ID of the company

(a) Address of the registered office of the company from the date of incorporation is

* Line I

Line II

* City

* State/ Union Territory

* Pin code

* District

ISO Country Code

Country

* Ph. (with STD/ ISD code)

Fax

e-mail ID of the company

(b)	Registered Office is
	Owned by Company	Owned by Director (Not taken on lease by company)
	Taken on Lease by company	Owned by any other entity Person (Not taken on lease by company)

(c)

The full address of the police station under whose jurisdiction the registered office of the company is situated

* Police Station Name

* Address

Line I

Line II

* City

* State

* Pin code

(d)

* Particulars of the Utility Services Bill depicting the address of the Registered office (not older than two months)

* Capital structure of the company, in case of company having share capital

(a)

Authorized capital of the company (in Rs.)

(i)

Number of equity shares Nominal amount per equity share

Total amount of equity shares (in Rs.)

(ii)

Number of preferences shares Nominal amount per preference share

Total amount of preference shares (in Rs.)

(b)

Subscribed capital of the company (in Rs.)

(i)

Number of equity shares Nominal amount per equity share

Total amount of equity shares (in Rs.)

(ii)

Number of preferences shares Nominal amount per preference share

Total amount of preference shares (in Rs.)

* Main division of industrial activity of the company

Descriptiom of the main division

Particulars of Promoter (first subscriber to the MOA)

*Whether the promoter shall be the sole director of the company Yes No

Director Identification number (DIN)

*Income-tax permanent a/c no. (PAN)

*First name

Middle Name

*Surname

Family Name

* Father's name Mother's name Spouse's name

* Gender Male Female Transgender

* Nationality

* Date of Birth

* Place of Birth (District & State)

* Educational qualification

* Occupation Type Self-employed Professional Homemaker student Serviceman

Area of Occupation

Permanent address

*Line I

Line II

*City

*State/ Union Territory

* Pin code

*ISO Country code

Country

*Phone (with STD/ ISD code) -

Mobile (with country code) -

Fax

email id

*Duration of stay at present address year(s) month(s)

If Duration of stay at present address is less than one year then address of previous residence

*Proof of identity

*Residential Proof

If already a director or promoter of a company(s), specify details of such company(s) (In case director or promoter in more than three companies, attach seperate sheet as an optional attachment)

Director Promoter CIN

Name of the company

Director Promoter CIN

Name of the company

Director Promoter CIN

Name of the company

* (a) Nomination

I (Small description box), the subscriber to the memorandum of association of (Small description box) do hereby nominate (Drop down – values; Mr., Ms.) (Small description box)who shall become the member of the company in the event of my death or incapacity to contract. I declare that the nominee is eligible for nomination within the meaning of Rule 3 of the Companies (Incorporation and Incidental) Rules 2014.

(b) Particulars of the Nominee

Director Identification number (DIN)

*Income-tax permanent a/c no. (PAN)

*First name

Middle Name

*Surname

Family Name

* Father's name Mother's name Spouse's name

* Gender Male Female Transgender

* Nationality

*Date of Birth

*Place of Birth (District & State)

*Educational qualification

* Occupation Type Self-employed Professional Homemaker student Serviceman

Area of Occupation

Permanent address

*Line I

Line II

*City

*State/ Union Territory

* Pin code

*ISO Country code

Country

* Phone (with STD/ ISD code) -

Mobile (with country code) -

Fax

email id

*Whether present address is same as the permanent address Yes No

*Line I

Line II

*City

*State/ Union Territory

* Pin code

*ISO Country code

Country

* Phone (with STD/ ISD code) -

Mobile (with country code) -

Fax

email id

*Duration of stay at present address year(s) month(s)

If Duration of stay at present address is less than one year then address of previous residence

*Proof of identity

*Residential Proof

9.	(a)	*Whether the Articles are entrenched or not Yes No
		(If yes, entrenched Articles should be annexed thereto)
	(b)	Number of Articles to which provisions of entrenchment shall be applicable
		Details of Articles to which provisions of entrenchment shall be applicable

Sr. No.	Article Number	Content

10.

Particulars of payment of stamp duty

(a)

State or Union Territory in respect of which stamp duty is paid or to be paid

(b)

* Whether stamp duty is to be paid electronically through MCA21 system Yes No Not applicable

(i) Details of stamp duty to be paid

Type of document/ Particulars

Form INC.2

Memorandum of association

Articles of association

Amount of stamp duty to be paid (in Rs.)

(ii) Provide details of stamp duty already paid

Type of document/ Particulars

Form 1

Memorandum of association

Articles of association

Others

Total amount of stamp duty paid (in Rs.)

Mode of Payment of stamp duty

Name of vendor or Treasury or Authority or any other competent agency authorised to collect stamp duty or to sell stamp papers or to emboss the documents or to dispense stamp vouchers on behalf of the Government

Serial number of embossing or stamps or stamp paper or treasury challan number

Registration number of vendor

Date of purchase of stamps or stamp paper or payment of stamp duty (DD/MM/YYYY)

Place of purchase of stamps or stamp paper or payment of stamp duty

	Attachments
	1.	*Memorandum of Association
	2.	*Articles of Association
	3.	*Proof of identity of the member and the nominee
	4.	*Residential proof of the member and the nominee
	5.	*Copy of PAN card of member and nominee
	6.	*Consent of Nominee in form INC.3
	7.	*Affidavit from the subscriber and first Director to the memorandum in Form No. INC.9
	8.	List of all the companies (specifying their CIN) having the same registered office address, if any;
	9.	Specimen Signature in Form INC.10
	10.	Entrenched Articles of Association
	11.	Proof of Registered Office address (Conveyance/ Lease deed/ Rent Agreement etc. along with rent receipts)
	12.	Copies of the utility bills as mentioned above (not older than two months)
	13.	Proof that the Company is permitted to use the address as the registered office of the Company if the same is owned by any other entity/ Person (not taken on lease by company)
	14.	Consent from Director
	15.	Optional Attachment, if any

Declaration
	I , a person named in the articles as subscriber as well as the sole director of the company do hereby declare that all the requirements of the Companies Act, 2013 and the rules made thereunder in respect to the registration of the company and matters precedent or incidental thereto have been complied with. 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, correctly and legibly attached to this form.
	3.	I have not been convicted of any offence in connection with the promotion, formation or management of any company during the preceding five years;
	4.	I have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years;
	5.	I am not a director/ promoter of any company which is defaulting in filing of financial statements and annual return and/ or any company which has been declared as vanishing company; and
	6.	I have also understood the provisions of sections 7(5), 7(6), 447, 448 and 449 of the Companies Act, 2013 and understand that I shall be liable for punishment in terms of section 7(5) and 7(6) of the Companies Act, 2013 in case of furnishing of false or incorrect information or for suppression of material information for registration of captioned company.

Declaration
	I , a person named in the articles as a * (Drop down) {Values: Director/ Manager/ Company Secretary} declare that all the requirements of the Companies Act, 2013 and the rules made thereunder in respect to the registration of the company and matters precedent or incidental thereto have been complied with. I am authorized by the promoter subscribing to the Memorandum of Association and Articles of Association and the first director(s) 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, correctly and legibly attached to this form.
	* To be digitally signed by
	*DIN of the director or DIN or Income tax PAN of the manager or Membership no. of the company secretary
	Note: Attention is drawn to provisions of section 7(5) and 7(6) which, inter-alia, provides that furnishing of any false or incorrect particulars of any information or suppression of any material information shall attract punishment for fraud under section 447. Attention is also drawn to provisions of sections 448 and 449 which provide for punishment for false statement and punishment for false evidence respectively.


For office use only:
eForm Service request no. (SRN)	eForm filing date	(DD/MM/YYYY)
This e-Form is hereby approved
Digital signature of the authorizing officer
Date of signing	(DD/MM/YYYY)

[FORM NO. INC. 3]

[Pursuant to section 3(1) of the Companies Act, 2013 and pursuant to Rule 4 (2), (3), (4), (5) & (6) of the Companies (Incorporation) Rules 2014]

One Person Company- Nominee Consent Form

	Form language English Hindi
	Refer the instruction kit for filing the form.

(a)

*SRN of RUN (In case of new company) or

Corporate identity number (CIN) of the company (In case of existing company)

(b)

Global location number (GLN)

(a)

Name of the One Person Company

*Consent

hereby give my consent to become the member of

in the event of death of

subscribe/ member of the company or his incapacity to contract

Particulars of the nominee

Director Identification number (DIN)

*Income-tax permanent account number (PAN)

*First name

Middle Name

*Surname

Family Name

* Father's name Mother's name Spouse's name

* Gender Male Female Transgender

* Nationality

*Date of Birth

*Place of Birth (District & State)

*Educational qualification

* Occupation Type Self-employed Professional Homemaker student Serviceman

Permanent Residence address

*Line I

Line II

*City

*State/ Union Territory

* Pin code

*ISO Country code

Country

* Phone (with STD/ ISD code) -

Mobile (with country code) -

Fax

email id

*Whether present address is same as the permanent address Yes No

Present Address

*Line I

Line II

*City

*State/ Union Territory

* Pin code

*ISO Country code

Country

* Phone (with STD/ ISD code) -

Mobile (with country code) -

Fax

email id

*Duration of stay at present address

year(s)

month(s)

If Duration of stay at present address is less than one year then address of previous residence

*Proof of identity

*Residential Proof

Declaration

I do solemnly declare that I am an Indian citizen and resident in India and I have not been convicted of any offence in connection with the promotion, formation or management of any company or LLP and have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law or LLP Act in the last give year. I further declare that I am not a nominee in any other One Person Company and I shall comply with eligibility criteria specified in Rule 3(3) within the prescribed period. I understand that the person nominating me may withdraw my nomination without my consent.

To be physically signed by

Nominee

* Date

* Place

Enclosures
1.	Copy of PAN card
2.	Proof of identity
3.	Residential Proof

Note: Attention is drawn to provision of section 7(5) and 7(6) which inter-alia that furnishing of any false or incorrect particulars of any information or suppression of any material information shall attract punishment for fraud under section 447. Attention is also drawn to provision of section 448 and 449 which provide for punishment for false statement and punishment for false evidence respectively.

This is a non e-Form. User is required to fill the form electronically and duly signed copy should be attached with e-Form INC-4 or INC-6, as the case may be.

FORM NO. INC. 4

[Pursuant to section 3(1) of the Companies Act, 2013 and Rules 4(4), (5) & (6) of the Companies (Incorporation) Rules 2014]

One Person Company- Change in Member/ Nominee

	Form language English Hindi
	Refer the instruction kit for filing the form.

1.	* This form is for
	Notice of withdrawal of consent by the nominee
	Intimation about change in the name of the nominee
	Intimation of cessation of member

*(a)

Corporate identity number (CIN) of company

(b)

Global Location Number of the company

(a)

Name of One Person Company

(b)

Address of registered office of the company

(c)

email Id of the company

Notice of withdrawal of consent

Notice is hereby given that

who was nominated as the nominee of

has withdrawn his/ her consent vide his/ her notice dated * a copy of which is attached herewith.

Intimation about change in nomination

Notice is hereby given that

, member of

has nominated *

vide intimation dated * as his/ her nominee in place of

who shall become the member of the company in the event of his/ her death or his/ her incapacity to contract. He/ she declares that the nominee is eligible for nomination within the meaning of Rule 3 of the Companies (Incorporation and Incidental) Rules 2014.

Intimation of cessation of member

(a) Intimation is hereby given that

has ceased to be the member of

w.e.f. * due to *{Drop down - Values: Death of the member, Incapacity of member to contract,

change in ownership} and *

*(Drop down: his/ her nominee, the transferee) has become the sole member of the above mentioned company.

(b)

*Whether the nominee is same (In case of change in ownership) Yes No

7.	Intimation about the change of nominee

Further notice is given that *

*(Drop down - values: member, new member)

has nominated *

as his nominee w.e.f. * who shall become the member of the company in the event of his/ her death or incapacity to contract. He/ she declares that the nominee is eligible for nomination within the meaning of Rule 3 of the Companies (Incorporation and Incidental) Rules 2014.

8.	Particulars of the New Nominee

Director Identification number (DIN)

*Income-tax permanent a/c no. (PAN)

*First name

Middle Name

*Surname

Family Name

* Father's name Mother's name Spouse's name

* Gender Male Female Transgender

* Nationality

*Date of Birth

*Place of Birth (District & State)

*Educational qualification

* Occupation Type Self-employed Professional Homemaker student Serviceman

Area of Occupation

Permanent address

*Line I

Line II

*City

*State/ Union Territory

* Pin code

*ISO Country code

Country

* Phone (with STD/ ISD code) -

Mobile (with country code) -

Fax

email id

*Whether present address is same as the permanent address Yes No

Present Address

*Line I

Line II

*City

*State/ Union Territory

* Pin code

*ISO Country code

Country

* Phone (with STD/ ISD code) -

Mobile (with country code) -

Fax

email id

*Duration of stay at present address year(s) month(s)

If Duration of stay at present address is less than one year then address of previous residence

*Proof of identity

*Residential Proof

Particulars of the new member

Director Identification number (DIN)

*Income-tax permanent a/c no. (PAN)

*First name

Middle Name

*Surname

Family Name

* Father's name Mother's name Spouse's name

* Gender Male Female Transgender

* Nationality

*Date of Birth

*Place of Birth (District & State)

*Educational qualification

* Occupation Type Self-employed Professional Homemaker student Serviceman

Area of Occupation

Permanent address

*Line I

Line II

*City

*State/ Union Territory

* Pin code

*ISO Country code

Country

* Phone (with STD/ ISD code) -

Mobile (with country code) -

Fax

email id

*Whether present address is same as the permanent address Yes No

Present Address

*Line I

Line II

*City

*State/ Union Territory

* Pin code

*ISO Country code

Country

* Phone (with STD/ ISD code) -

Mobile (with country code) -

Fax

email id

*Duration of stay at present address year(s) month(s)

If Duration of stay at present address is less than one year then address of previous residence

*Proof of identity

*Residential Proof

Attachment(s)
	(1)	*Consent of the nominee in Form No. INC.3
	(2)	*Copy of PAN card of the new nominee and/or new member
	(3)	*Proof of identity of the new nominee and/or new member
	(4)	*Residential proof of the new nominee and/or new member
	(5)	Notice of withdrawal of consent filed by the nominee
	(6)	Copy of intimation given by member for change in nominee
	(7)	Proof of Cessation of member
	(8)	Optional attachment(s) - if any.

* To be digitally signed by member

* Income-tax PAN or Director identification number of the member

To be digitally signed by Director

Director identification number of the director; or DIN or PAN of the manager or CEO or CFO; or Membership number of company secretary

Note: Attention is drawn to provisions of sections 448 and 449 which provide for punishment for false statement and punishment for false evidence respectively.


This eForm has been taken on file maintained by the registrar or companies through electronic mode and on the basis of statement of correctness given by the company.

FORM NO. INC. 5

[Pursuant to Rule 6(4) of the Companies (Incorporation) Rules 2014]

One Person Company- Intimation of exceeding threshold

	Form language English Hindi
	Refer the instruction kit for filing the form.

(a)

*Corporate identity number (CIN) of the company

(b)

Global location number (GLN)

(a)

Name of the company

(b)

Address of registered office of the company

(c)

email Id of the company

Date of incorporation of the one person company

(a)

*Which of the following has exceeded beyond the threshold limit

Paid up share capital Average annual turnover

(b)

*Amount exceeding beyond the threshold limit

(c)

* Date on which the paid up share capital or average annual turnover of the company, as the case may be, has exceeded the threshold limit

I * the (drop down) (values: director/ Manager or Company Secretary or CEO or CFO) of the one person company hereby affirm that: As the paid up share capital of the captioned company has exceeded fifty lakh rupees or its average annual turnover during the relevant period has exceeded two crore rupees, the company has ceased to be a one person company; and consequently the company is required to be converted into a private company or public company, as the case may be. Necessary steps are being taken for giving effect to such conversion in accordance with the provisions of section 18 read with section 122 of the Act;

Attachments
	1.	*Copy of board resolution authorizing giving of notice;
	2.	*Copy of the duly attested latest financial statement;
	3.	Certificate from a Chartered Accountant in practice for calculation of the average annual turnover during the relevant period in case of conversion is on the basis of such criteria;
	4.	Optional attachment(s), if any.

Declaration
	I * declare that all the requirements of the Companies Act, 2013 and the rules made thereunder have been complied with. To the best of my knowledge and belief, the information given in this application and its attachments is correct and complete.

	*To be digitally signed by
	Designation

*Director identification number of the director; or DIN or PAN of the manager or CEO or CFO; or Membership number of the Company Secretary

Note: Attention is drawn to provisions of sections 448 and 449 which provide for punishment for false statement and punishment for false evidence respectively.


This eForm has been taken on file maintained by the registrar or companies through electronic mode and on the basis of statement of correctness given by the company.

FORM NO. INC. 6

[Pursuant to section 18 of the Companies Act, 2013 and Rule 7(4) the Companies (Incorporation) Rules 2014]

One Person Company - Application for Conversion

	Form language English Hindi
	Refer the instruction kit for filing the form.

1.	* Application for	Conversion of OPC into private company
		Conversion of OPC into public company
		Conversion of Private company into OPC

(a)

* Corporate identity number (CIN) of the company

(b)

Global location number (GLN)

(a)

Name of the company

(b)

Category

(c)

Sub-category of the company

(d)

Address of Registered office of the company

(e)

Date of incorporation of the company

(f)

email ID of the company

(g)

Whether company is having share capital or not

* Name of the company at the time of incorporation (to be displayed in the certificate)

Part A

5.	(a)	*Whether the conversion is mandatory by provisions of the Companies Act, 2013
		Yes No
	(b)	* Mention which of the following has exceeded the threshold limit
		Paid up share capital Average annual turnover

(c)

* Mention the SRN of form INC.5

*(a)

Date of exceeding the threshold limit

*(b)

Amount so exceeded the threshold limit

*(c)

Specify the relevant period

7.	I * the director of the one person company hereby affirm that : -
	1.	As the paid up share capital of the captioned company has exceeded fifty lakh rupees or its average annual turnover during the relevant period has exceeded two crore rupees, the company has ceased to be a one person company; and consequently the company is required to be converted into a private company or public company, as the case may be;
	2.	Necessary steps are being taken for giving effect to such conversion in accordance with the provisions of section 18 read with section 122 of the Act.

Part B

* Existing number of directors in the company

(Number of directors shall be minimum 2 in case of conversion into pvt. company or 3 in case of conversion into public company)

Particulars of special resolution

(a)

* SRN of Form MGT.14

(b)

* Date of filing Form MGT.14

(c)

* Date of passing the special resolution

10.

I. Capital structure of the company

(a)

Authorized capital of the company (in Rs.)

*(i)

Number of equity shares

Nominal amount per equity share

Total amount of equity shares (in Rs.)

*(ii)

Number of preference shares Nominal amount per preference share

Total amount of preference shares (in Rs.)

*(b)

Paid up capital of the company (in Rs.)

(i)

Number of equity shares

Nominal amount per equity share

Total amount of equity shares (in Rs.)

(ii)

Number of preference shares Nominal amount per preference share

Total amount of preference shares (in Rs.)

II. Number of members

(a)	Maximum number of members
(b)	Maximum number of members excluding proposed employees
(c)	Number of members
(d)	Number of members excluding proposed employee(s)

Part C

11.

Particulars of the person who will be sole member of the OPC subsequent upon conversion

Director Identification number (DIN)

*Income-tax permanent a/c no. (PAN)

*First name

Middle Name

*Surname

Family Name

* Father's name Mother's name Spouse's name

* Gender Male Female Transgender

* Nationality

*Date of Birth

*Place of Birth (District & State)

*Educational qualification

* Occupation Type Self-employed Professional Homemaker student Serviceman

Area of Occupation

Permanent address

*Line I

Line II

*City

*State/ Union Territory

* Pin code

*ISO Country code

Country

* Phone (with STD/ ISD code) -

Mobile (with country code) -

Fax

email id

*Whether present address is same as the permanent address Yes No

Present Address

*Line I

Line II

*City

*State/ Union Territory

* Pin code

*ISO Country code

Country

* Phone (with STD/ ISD code) -

Mobile (with country code) -

Fax

email id

*Duration of stay at present address year(s) month(s)

If Duration of stay at present address is less than one year then address of previous residence

*Proof of identity

*Residential Proof

12.

Nomination

I (Small description box), the member of * (Small description box) do hereby nominate (Small description box) who shall become the member of the company in the event of my death or incapacity to contract. I declare that the nominee is eligible for nomination within the meaning of Rule 3 of the Companies Rules, 2014.

13.

Particulars of the person who will be nominee of the sole member subsequent upon conversion

Director Identification number (DIN)

*Income-tax permanent a/c no. (PAN)

*First name

Middle Name

*Surname

Family Name

* Father's name Mother's name Spouse's name

* Gender Male Female Transgender

* Nationality

*Date of Birth

*Place of Birth (District & State)

*Educational qualification

* Occupation Type Self-employed Professional Homemaker student Serviceman

Area of Occupation

Permanent address

*Line I

Line II

*City

*State/ Union Territory

* Pin code

*ISO Country code

Country

* Phone (with STD/ ISD code) -

Mobile (with country code) -

Fax

email id

*Whether present address is same as the permanent address Yes No

Present Address

*Line I

Line II

*City

*State/ Union Territory

* Pin code

*ISO Country code

Country

* Phone (with STD/ ISD code) -

Mobile (with country code) -

Fax

email id

*Duration of stay at present address year(s) month(s)

If Duration of stay at present address is less than one year then address of previous residence

*Proof of identity

*Residential Proof

Attachments
1.	*Altered Memorandum of association
2.	*Altered Articles of association
3.	*Copy of the duly attested latest financial statement.
4.	*Copy of board resolution authorizing giving of notice;
5.	Certificate from a Chartered Accountant in practice for calculation of the average annual turnover during the relevant period in case of conversion is on the basis of such criteria.
6.	Affidavit confirming that all the members of the company have given their consent for conversion, the paid up capital of the company is Rs 50 lakhs or less and turnover is less than Rs 2 crores in the immediately preceding year.
7.	Copy of minutes, list of creditors and list of members.
8.	Copy of NOC of every creditors with the application for Conversion.
9.	Consent of the nominee in Form No. INC.3
10.	Copy of PAN card of the nominee and member
11.	Proof of identity of the nominee and member
12.	Residential proof of the nominee and member
13.	Optional attachment(s) - if any.

Declaration
	I * a * (Drop down) {Values: Director/ Manager/ Company Secretary/ CEO/ CFO} of the company declare that all the requirements of the Companies Act, 2013 and the rules made thereunder in respect to the conversion of the company and matters precedent or incidental thereto have been complied with. I am authorized by the board of directors to give this declaration and to sign and submit this Form. It is further declared and verified that
		* 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.
		No objection certificate has been received from the members and creditors allowing conversion from private company into OPC.
		*All the required attachments have been completely, correctly and legibly attached to this form.
	* To be digitally signed by
	Designation

* Director identification number of the director; or DIN or PAN of the manager/ CEO/ CFO; or Membership number of the Company Secretary

	To be digitally signed by
	Member (In case of conversion of OPC)
	PAN or DIN of member


For office use only:
eForm Service request no. (SRN)	eForm filing date	(DD/MM/YYYY)
This e-Form is hereby registered
Digital signature of the authorizing officer
Date of signing	(DD/MM/YYYY)

[***]

OLD LAW 6

Form No. INC-8

Declaration

[Pursuant to section 7(1)(b) and rule 14 of the Companies (Incorporation ) Rules, 2014]

Name of the Company:

I ,......................,

an advocate who is engaged in the formation of the company

a Chartered Accountant in India who is engaged in the formation of the company

a Cost Accountant in India who is engaged in the formation of the company

a Company Secretary in practice in India who is engaged in the formation of the company

declare that all the requirements of Companies Act, 2013 and the rules made thereunder relating to registration of the company under the Act and matters precedent or incidental thereto have been complied with.

Date:	Signature:
Place:	Membership No.:

Form No. INC-9

[Declaration]

[Pursuant to section 7(1)(c) of the Companies Act, 2013 and rule 15 of the Companies (Incorporation) Rules, 2014]

Name of the proposed company:

I ......................, being the subscriber to the memorandum / named as first director in the articles, of the above named proposed company, hereby solemnly declare and affirm that:

I have not been convicted of any offence in connection with the promotion, formation or management of any company during the preceding five years; and

I have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years; and

All the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of my knowledge and belief.

Date:	Signature:
Place:

[****]

OLD LAW 6

[Form No. INC. 11]

Government of India

Ministry of Corporate Affairs

Central Registration Centre

Certificate of Incorporation

[Pursuant to sub-section (2) of section 7 of the Companies Act, 2013 (18 of 2013) and rule 18 of the Companies (Incorporation) Rules, 2014]

I hereby certify that < name of the company > is incorporated on this (i.e. FIRST, SECOND etc) day of < Month of approval of the work item in words > two thousand < YEAR of approval of the work item in words > under the Companies Act, 2013 (18 of 2013) and that the company is < limited by shares/ limited by guarantee/ unlimited company >.

The Corporate Identity Number of the company is

The Permanent Account Number (PAN) of the company is < PAN >*/@

Given under my hand at < Name of the city where the Registrar of Companies office is located > this < Date of approval of the work item in words (i.e FIRST, SECOND etc.)> day of < Month of approval of the work item in words > < YEAR of approval of the work item in words>.

Digital Signature Certificate

< Full name of the Authorizing officer approving the work-item>

< Assistant Registrar of Companies/ Deputy Registrar of Companies/ Registrar of Companies>

For and on behalf of the Jurisdictional Registrar of Companies

Registrar of Companies

Central Registration Centre

Disclaimer. - This certificate only evidences incorporation of the company on the basis of documents and declarations of the applicant(s). This certificate is neither a license nor permission to conduct business or solicit deposits or funds from public. Permission of sector regulator is necessary wherever required. Registration status and other details of the company can be verified on www.mca.gov.in

Mailing Address as per record available in Registrar of Companies office:

< Name of the company >

< Address of the correspondence/ registered office of the company > Government Seal

*as issued by the Income tax Department.

@ This sentence along with the footnotes, would be indicated in the certificate only in cases where the PAN is allotted by the Income tax Department at the time of incorporation.

[Form No. INC - 11A

Certificate of Incorporation pursuant to conversion of Unlimited Liability company into limited liability Company

[Pursuant to section 18 of the Companies Act, 2013 read with rules 37 of the companies (Incorporation Rules, 2014)]

I hereby certify that..................(name of the company prior to conversion) Having unlimited liability has been converted into...............(name of the company after conversion) company having limited liability with effect from the date of this certificate and the company is limited by shares or limited by guarantee.

The CIN of the company is ......................

Given under my hand at................this..................day of......................two thousand.................

SEAL :

....................... Registrar of companies ..................... (State)]

[FORM NO. INC. 12]

[Pursuant to Section 8(1) and 8(5) of the Companies Act, 2013 and pursuant to Rule 19 and 20 of the Companies (Incorporation) Rules 2014]

Application for grant of License under section 8

	Form language English Hindi
	Refer the instruction kit for filing the form.

1.	*Application for
	Grant of license to a new company (Part A)
	Grant of license to an existing company (Part B)
Part A: Grant of license to a new company

(a)

* Name of the Applicant

(b)

* Address

(c)

*Occupation Type Self-employed Professional Homemaker Student Serviceman

Area of occupation

(d)

*Phone (with STD/ ISD)

(e) Fax

(f)

*email Id

(a) *Indicate Registrar of Companies (ROC) reference number for name approval

(Service Request Number (SRN) of Form INC.1)

*(b) Name of the State/ Union territory in which the proposed company is to be registered

*(c) Name of the office of the Registrar of Companies in which the proposed company is to be registered

(a)

Name of the company

(b)

Company is

(c)

Type of Company

(d)

Category

(e)

Sub category

*(f)

Whether the company will Have share capital Not have share capital

Proposed authorized capital

II.

Proposed maximum number of members

Proposed maximum number of members excluding proposed employees

*a.

Main division of industrial activity of the proposed company

Description of the main division

*b.

Brief description of the work, if any already done or proposed to be done in pursuance of section 8

*c.

Grounds on which application is made

7.	* Enter the number of proposed promoters (first subscribers to MOA)
	Particulars of Promoters (first subscribers to the MOA)

(specify information of two promoters in case the proposed company is a private company or seven promoters in case the proposed company is a public company)

*Category

*Director Identification number (DIN) or Income-tax permanent account number (Income-tax PAN) or passport number or corporate identity number (CIN) or foreign company registration number (FCRN) or any other registration number

*Name

Name of the authorized representative

II.

*Category

*Name

Name of the authorized representative

8.	*Enter the number of proposed directors
	(specify information of two directors in case the proposed company is a private company or three directors in case the proposed company is a public company)
	Particulars of the proposed directors (In case the proposed director(s) has been allotted DIN, then it is mandatory to enter such DIN)

* Proposed designation

* Director identification number (DIN) or Income tax

permanent account number (PAN) or passport number

*First Name

Middle Name

*Surname

*Father's First Name

*Father Middle Name

Father's Surname

Nationality *Date of Birth (DD/MM/YY)

Aadhaar Number Voter Identity Card Number

Name of the company or institution whose nominee the appointee will be (Only in case of nominee director)

II.

* Proposed designation

* Director identification number (DIN) or Income tax

permanent account number (PAN) or passport number

*First Name

Middle Name

*Surname

*Father's First Name

*Father Middle Name

Father's Surname

Nationality *Date of Birth (DD/MM/YY)

Aadhaar Number Voter Identity Card Number

Present residential address

Name of the company or institution whose nominee the appointee will be (Only in case of nominee director)

9.	*Enter the number of key managerial personnel
	(specify information of up to four key managerial persons)
	Particulars of the key managerial personnel

Proposed designation

* Director identification number (DIN) or Income-tax permanent account number (PAN)

Name of the person

Membership number (in case of Company Secretary)

II.

* Proposed designation

* Director identification number (DIN) or Income-tax permanent account number (PAN)

Name of the person

Membership number (in case of Company Secretary)

10.

(a)

*Whether the Articles will be entrenched Yes No

(If yes, entrenched Articles should be annexed thereto)

(b)

Number of Articles to which provisions of entrenchment shall be applicable

Details of Articles to which provisions of entrenchment shall be applicable

Sr. No.	Article Number	Content

Part B: Grant of license to an existing company

11.

*(a)

Corporate Identity Number (CIN)

(b)

Global Location Number (GLN) of company

12.

(a)

Name of the company

(b)

Address of the company

(c)

email ID of the company

13.

(a)

Company is

(b)

Category

(c)

Sub category

(d)

Whether the company is having share capital Yes No

14.

Authorized capital of the company

II.

Maximum number of members

Maximum number of members excluding present and past employees

15.

Main division of industrial activity of the company

Description of the main division

*b.

Brief description of the work, if any already done or proposed to be done in pursuance of section 8

*c.

Grounds on which application is made

16.	* Enter the number of directors
	(Specify information of two directors in case the company is a private company or three directors in case the company is a public company)
	Particulars of the directors

* Designation

* Director identification number (DIN)

Name of the person

Name of the company or institution whose nominee the appointee is (Only in case of nominee director)

II.

* Designation

* Director identification number (DIN)

Name of the person

Name of the company or institution whose nominee the appointee is (Only in case of nominee director)

17.	* Enter the number of key managerial personnel
	(Specify information of up to four key managerial persons)
	Particulars of the key managerial personnel

* Designation

* Director identification number (DIN) or Income-tax permanent account number (PAN)

Name of the person

Membership number (in case of Company Secretary)

II.

* Designation

* Director identification number (DIN) or Income-tax permanent account number (PAN)

Name of the person

Membership number (in case of Company Secretary)

18.

(a)

* Whether the Articles are entrenched Yes No

(If yes, entrenched Articles should be annexed thereto)

(b)

Number of Articles to which provisions of entrenchment shall be applicable

Details of Articles to which provisions of entrenchment shall be applicable

Sr. No.	Article Number	Content

	Attachments
	(1)	*Draft Memorandum of association as per form no. INC-13
	(2)	*Draft Articles of Association
	(3)	*Declaration as per Form No. INC-14
	(4)	*Declaration as per Form No. INC-15
	(5)	*Estimated income and expenditure for next three years
	(6)	Approval/ concurrence/ NOC of the concerned authority/ sectoral regulator, department or Ministry of the Central or State Government(s)
	(7)	Entrenched articles of association
	(8)	Copy of resolution passed in general meeting and board meeting
	(9)	Last one/ two year's financial statement(s), board's report(s) and Audit report(s)
	(10)	Assets and liabilities statements with their values as per applicable rule
	(11)	List of proposed promoters.
	(12)	List of proposed directors/ directors.
	(13)	List of key managerial personnel.
	(14)	Optional attachment, if any

Declaration

I *

A person named in articles as a

director/manager/ Company Secretary/CEO/CFO/promoter

of the company

have been authorized by the Board of Directors of the Company vide resolution number dated

declare that all the requirements of Companies Act, 2013 and the Rules thereto made thereunder in respect of the subject matter of this form have been complied with.

I am also authorized by other proposed promoters and first subscribers to the Memorandum of Association and Articles of Association to sign and submit this Form.

* I also declare that all the information given herein above is true, correct and complete including the attachments to this form and nothing material has been suppressed.

* It is hereby further certified that , a CA/CS Cost Accountant having Membership number and certificate of practice number has been engaged to give declaration under section 8(1) or 8(5) and rule 19(3) (b) or rule 20(2) (b) and such declaration is attached.

*To be digitally signed by

* Designation

*Director Identification Number of the director; or Membership number of the company secretary; or PAN or DIN of the manager or CEO or CFO or promoter

Note. - Attention is drawn to provisions of Section 7(5) and 7(6) which, inter-alia, provides that furnishing of any false or incorrect particulars of any information or suppression of any material information shall attract punishment for fraud under Section 447. Attention is also drawn to provisions of Section 448 and 449 which provide for punishment for false statement and punishment for false evidence respectively.


For office use only:
eForm Service request number (SRN)		eForm filing date	(DD/MM/YYYY)
Digital signature of the authorising officer
This e-Form is hereby approved
This e-Form is hereby rejected
Date of signing	(DD/MM/YYYY)

[Form No. INC-13]
Memorandum of Association
[See rule 19(2) the Companies (Incorporation ) Rules, 2014].
1.	The name of the company is "....................".
2.	The registered office of the company will be situated in the State of.......................
3.	The objects for which the company is established are:
		.....................................................................................
		.....................................................................................
		the doing of all such other lawful things as considered necessary for the furtherance of the above objects :
		Provided that the company shall not support with its funds, or endeavour to impose on, or procure to be observed by its members or others, any regulation or restriction which, as an object of the company, would make it a trade union.
4.	The objects of the company extend to the ...............
	[Here enter the name of the State or States, and Country or Countries]
5.	(i)	The profits, if any, or other income and property of the company, whensoever derived, shall be applied, solely for the promotion of its objects as set forth in this memorandum.
	(ii)	No portion of the profits, other income or property aforesaid shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to persons who, at any time 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.
	(iii)	No remuneration or other benefit in money or money’s worth shall be given by the company to any of its members, whether officers or members of the company or not, except payment of out-of-pocket expenses, reasonable and proper interest on money lent, or reasonable and proper rent on premises let to the company.
	(iv)	Nothing in this clause shall prevent the payment by the company in good faith of prudent remuneration to any of its officers or servants (not being members) or to any other person (not being member), in return for any services actually rendered to the company.
	(v)	Nothing in clauses (iii) and (iv) shall prevent the payment by the company in good faith of prudent remuneration to any of its members in return for any services (not being services of a kind which are required to be rendered by a member), actually rendered to the company;
6.	No alteration shall be made to this memorandum of association or to the articles of association of the company which are for the time being in force, unless the alteration has been previously submitted to and approved by the Registrar.
7.	The liability of the members is limited.
8.	[For Companies Limited by Guarantee]
	Each member, undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year afterwards, for payment of the debts or liabilities of the company contracted before he ceases to be a member and of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributories among themselves such amount as may be required not exceeding a sum of Rs. ................
	[For Companies Limited by Shares]
	The share capital of the company will consist of Rs. ................. divided into .................. shares of ................. rupees each.
9.	(1)	True accounts shall be kept of all sums of money received and expended by the company and the matters in respect of which such receipts and expenditure take place, and of the property, credits and liabilities of the company; and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the company for the time being in force, the accounts shall be open to the inspection of the members.
	(2)	Once at least in every year, the accounts of the company shall be examined and the correctness of the balancesheet and the income and expenditure account ascertained by one or more properly qualified auditor or auditors.
**10.	If upon a winding up or dissolution of the company, there remains, after the satisfaction of all the debts and liabilities, any property whatsoever, the same shall not be distributed amongst the members of the company but shall be given or transferred to such other company having objects similar to the objects of this company, subject to such conditions as the Tribunal may impose, or may be sold and proceeds thereof credited to the Rehabilitation and Insolvency Fund formed under section 269 of the Act.
**11.	The Company can be amalgamated only with another company registered under section 8 of the Act and having similar objects.
12.	We, the several persons whose names, addresses, descriptions and occupations are hereunto subscribed are desirous of being formed into a company not for profit, in pursuance of this Memorandum of Association:
	Names, addresses, descriptions and occupations of subscribers:
	1. .....................................of................................*
	2. .....................................of................................*
	3. .....................................of................................*
	4. .....................................of................................*
	5. .....................................of................................*
	6. .....................................of................................*
	7. .....................................of................................*
	Witnesses to the above signatures of:
	1. ...................................
	2. ...................................
	Dated the.................... day of...................20....
	*If the association is a company limited by shares, here enter
	"number of shares" taken by each subscriber.
	** Note: Section 8 company which is an Electoral Trust as per the Electoral Trusts Scheme, 2013 read with section 2(22AAA) of the Income-tax Act, 1961 may amalgamate with another section 8 company having the object of an Electoral Trust or may wind up or dissolve only after disbursing all its funds as per the scheme.

Form No. INC-14

Declaration

[Pursuant to section 7(1)(b) and rule 19 (3)(b) of the Companies (Incorporation) Rules, 2014]

Name of the Company:

I ,......................,

an advocate who is engaged in the formation of the company

a Chartered Accountant in India who is engaged in the formation of the company

a Cost Accountant in India who is engaged in the formation of the company

a Company Secretary in practice in India who is engaged in the formation of the company

do hereby declare that:

(a) the draft memorandum and articles of association have been drawn up in conformity with the provisions of section 8 and rules made thereunder; and

(b) all the requirements of Companies Act, 2013 and the rules made thereunder relating to registration of the company under section 8 of the Act and matters precedent or incidental thereto have been complied with.

Date:	Signature:
Place:	Membership No.:

Form No. INC-15

Declaration

[Pursuant to rule 19 (3)(d) of the Companies (Incorporation ) Rules, 2014]

In connection with the application of ............. [name of the proposed company] for a licence under section 8 of the Companies Act, 2013, I ..............................., [ name of the person ] do hereby declare that -

(a) the draft memorandum and articles of association have been drawn up in conformity with the provisions of section 8 and rules made thereunder; and

(b) 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;

and I make this solemn declaration conscientiously believing the same to be true.

Date:	Signature:
Place:	Name:
	Address:

[Form No. INC-16]
Licence under section 8 (1) of the Companies Act, 2013
[See rule 20 the Companies (Incorporation ) Rules, 2014]
Whereas it has been proved to my satisfaction that ......................, a person or an association of persons to be registered as a company under the Companies Act, 2013, for promoting objects of the nature specified in clause (a) of sub-section (1) of section 8 of the said Act, and that it intends to apply its profits, if any, or other income and property in promoting its objects and to prohibit the payment of any dividend to its members;
Now, Therefore, in exercise of the powers conferred by section 8 of the said Act, I, the Registrar at ..........., hereby grant, this Licence, directing that the said person or association or persons be registered as a company with limited liability without the addition of the word "Limited", or as the case may be, the words "Private Limited" to its name, subject to the following conditions, namely:-
(1)	that the said company shall in all respects be subject to and governed by the conditions and provisions contained in its memorandum of association;
(2)	that the profits, if any or other income and property of the said company, whensoever derived, shall be applied solely for the promotion of the object as set forth in its memorandum of association and that no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus, or otherwise by way of profit, to persons who at any time are or have been members of the said company or to any of them or to any person claiming through any one or more of them;
(3)	that no remuneration or other benefit in money or money's worth shall be given by the company to any of its members except payment of out-of-pocket expenses, reasonable and proper interest on money lent, or reasonable and proper rent on premises let to the company;
(4)	that nothing in this clause shall prevent the payment by the company in good faith of prudent remuneration to any of its officers or servants (not being members) or to any other person (not being member), in return for any services actually rendered to the company;
(5)	that nothing in clauses (3), (4) and (5) shall prevent the payment by the company in good faith of prudent remuneration to any of its members in return for any services (not being services of a kind which are required to be rendered by a member), actually rendered to the company;
(6)	that no alteration shall be made to the memorandum of association or to the articles of association of the company, which are for the time being in force, unless the alteration has been previously submitted to and approved by the Registrar ;
*(7)	The Company can be amalgamated only with another company registered under section 8 of the Act and having similar objects; and
(8)	that, without prejudice to action under any law for the time being in force, this Licence shall be liable to be revoked, if the company:
	(a)	contravenes any of the requirements of section 8 of the Act or the rules made thereunder or any of the conditions subject to which a Licence is issued;
	(b)	if the affairs of the company are conducted fraudulently or in a manner violative of the objects of the company or prejudicial to public interest.
		......................................
		Registrar
	Dated this......................... day of......................20............
* Note: Section 8 company which is an Electoral Trust as per the Electoral Trusts Scheme, 2013 read with section 2(22AAA) of the Income-tax Act, 1961 may amalgamate with another section 8 company having the object of an Electoral Trust or may wind up or dissolve only after disbursing all its funds as per the Scheme.

Form No. INC-17
Licence under section 8(5) of the Companies Act, 2013
[Pursuant to rule 20 the Companies (Incorporation) Rules, 2014]
Whereas it has been proved to my satisfaction that the objects of.....................................Limited/ Private Limited, being a company registered under the Companies Act, ........, as a limited company are restricted to those specified in, clause (a) of sub-section (1) of section 8 of the said Act and that it intends to apply its profits, if any, or other income in promoting its objects and to prohibit the payment of any dividend to its members;
Now, Therefore, in exercise of the powers conferred by sub-section (5) of section 8 of the said Act, I, the Regional Director at ...................., hereby grant this licence authorising the company by a special resolution to change its name by omitting the word "Limited", or as the case may be, the words "Private Limited" from such name subject to the following conditions, namely:
(1)	that the said company shall in all respects be subject to and governed by the conditions and provisions contained in its memorandum of association;
(2)	that the profits, if any or other income and property of the said company, whensoever derived, shall be applied solely for the promotion of the objects as set forth in its memorandum of association and that no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit to persons who at any time are or have been members of the said company or to any of them or to any person claiming through any one or more of them;
(3)	that no remuneration or other benefit in money or money's worth shall be given by the company to any of its members except payment of out-of-pocket expenses, reasonable and proper interest on money lent, or reasonable and proper rent on premises let to the company;
(4)	that nothing in this clause shall prevent the payment by the company in good faith of prudent remuneration to any of its officers or servants (not being members) or to any other person (not being member), in return for any services actually rendered to the company;
(5)	that nothing in clauses (3) and (4) shall prevent the payment by the company in good faith, of prudent remuneration to any of its members in return for any services (not being services of a kind which are required to be rendered by a member), actually rendered to the company;
(6)	that no alteration shall be made to the memorandum of association or in the articles of association of the company, which are for the time being in force, unless the alteration has been previously submitted to and approved by the Registrar;
(7)	The Company can be amalgamated only with another company registered under section 8 of the Act and having similar objects; and
(8)	that, without prejudice to action under any other law for the time being in force, this licence shall be liable to be revoked, if the company:
	(a)	contravenes any of the requirements of section 8 of the Act or the rules made thereunder or any of the conditions subject to which a licence is issued;
	(b)	if the affairs of the company are conducted fraudulently or in a manner violative of the objects of the company or prejudicial to public interest.
	...............................
	Registrar
	Dated this................................ day of..........20..........

FORM NO. INC. 18

[Pursuant to Section 8(4)(ii) of The Companies Act, 2013 and Rule 21(3) of The Companies (Incorporation) Rules 2014]

Application to Regional Director for conversion of section 8 company into company of any other kind

	Form language English Hindi
	Refer the instruction kit for filing the form.

(a)

* Corporate identification number (CIN) of the company

(b)

Global location number (GLN) of the company

(a)

Name of the company

(b)

Registered office address of the company

(c)

email ID of the company

License number issued to the Company under Section 8

(a)

Date of incorporation of the company

(b)

Type of company

*Present object of the company

*The proposed object of the company after conversion and the changes in the activities and operations of the company and manner of application of its income and assets, after the proposed conversion

Brief description of the activities of the company done in pursuance of section 8, if any

*Detailed reasons for conversion into any other kind of company

(a)

* Date of passing board resolution

(b)

* Date of passing special resolution

(c)

* SRN of Form No. MGT.14

10.	(a)	* Whether the company is regulated under a special Act Yes No
	(b)	If yes, furnish the below details

(i)

* Name of the regulatory body

(ii)

Date of obtaining the approval of regulatory body approving conversion

11.

* Number of existing director(s) and key managerial personnel

* Particulars of existing director(s) and key managerial personnel

(i)

DIN or Income tax PAN

(ii)

Name

(iii)

Designation

12.

* Whether the company has obtained any special status/ privilege as mentioned in rule 22(4)

Yes No

(If yes, name the authority and attach No objection certificate)

13.

* Whether the company has acquired any immovable property through lease or otherwise from any Government or authority or body corporate or person since incorporation at concessional rate or free of cost

Yes No

(If yes, attach the proof of payment of different amount as per rules)

14.

* Whether company has received any donation and/ or grant/ benefits from any person or authority since incorporation

Yes No

(If yes, attach the details of the same)

15.

* Whether there is any surplus amount after payment of dues to be transferred to IEPF as per applicable rule

Yes No

If yes, mention the amount to be so transferred

16.	* Whether the company is regular in filing of financial statements, annual returns and other due statutory filings Yes No

17.	* Whether NOC is obtained from all the creditors Yes No (If Yes, attach the NOC)

18.

*Whether the company is being regulated by any sectoral regulator Yes No

If yes, attach approval/ concurrence of the regulator and specify the below

Name of the regulator

Letter number

Approval/ concurrence Dated

19.

I *

the Director of the company hereby affirm that:

The conversion is not being sought with the object of depriving the creditors of their dues or to cause loss or prejudice to any person.

No portion of the income or property of the company has been paid or transferred directly or indirectly by way of dividend or bonus or otherwise to persons who are or have been members or promoters of the company or to any one or more of them or to any persons claiming through any one or more of them.

I/ We shall be liable under section 448 of the Act and under relevant provision of the Indian Penal Code, 1860 and any other law as applicable, if any statement in this application is found to be false or any fact in any material particular is found to be omitted.

Attachment(s)
1.	* Memorandum of association;
2.	* Articles of association;
3.	*Copy of board resolution(s);
4.	*Copy of the special resolution passed and Notice convening the general meeting along with the relevant explanatory statement annexed thereto;
5.	*Certificate from CA/CS/CWA (in practise) certifying that the conditions laid down in the Act and rules, have been complied with;
6.	*Statement of assets and liabilities of the company as on the date not earlier than thirty days of that date duly certified by the auditor;
7.	*Copy of valuation report by a registered valuer about the market value of assets;
8.	*Audited financial statements, the Board’s reports, annual returns and the audit reports for each of the two financial years immediately preceding the date of the application or, where the company has functioned only for one financial year, for such year;
9.	Statement of financial position if applicable;
10.	Full details of fixed assets alienated if any, during the preceding three financial years;
11.	Written consent of the lenders, if any loan is outstanding;
12.	NOC from the concerned authority in case special status;
13.	Proof of payment of differential amount;
14.	Details of donation/grant/benefit received since incorporation of company;
15.	Copy of NOC received from sectoral regulatory authority;
16.	NOC from all the creditors
17.	Optional attachment(s)

Declaration

I am authorized by the Board of Directors of the Company vide *resolution number *dated to sign this form and declare that all the requirements of 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 further declare that:

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 company.

All the required attachments have been completely and legibly attached to this form;

* I

a *{Drop down - Values: Chartered Accountant/ Company Secretary/ Cost Accountant/} having *Membership number and *Certificate of practice number has been engaged to give declaration as per applicable rules and such declaration is attached.

* To be digitally signed by

Director

* Director identification number of the director

Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement/ certificate and punishment for false evidence respectively.


For office use only:
eForm Service request no. (SRN)		eForm filing date
Digital signature of the authorising officer
This e-Form is hereby approved
This e-Form is hereby rejected
Date of signing		(DD/MM/YYYY)

Form No. INC-19
Notice
[Pursuant to rule 22 the Companies (Incorporation ) Rules, 2014]
1.	Notice is hereby given that in pursuance of sub-section (5) of section 8 of the Companies Act, 2013, an application has been made to the Registrar at ............. for a licence that ------ a limited company may be given a licence to be registered under sub-section (5) of section 8 of the Companies Act, 2013 without the addition of the word "Limited" or the case may be, the words "Private Limited" to its name.
2.	The principal objects of the company are as follows:
	..........................................................................................................
	...........................................................................................................
	...........................................................................................................
3.	A copy of the draft memorandum and articles of the proposed company may be seen at.................] [give the address here].
4.	Notice is hereby given that any person, firm, company, corporation or body corporate, objecting to this application may communicate such objection to the Registrar at ............., within thirty days from the date of publication of this notice, by a letter addressed to the Registrar (give the address) a copy of which shall be forwarded to in the Applicant at (give the address).
	Dated this.....................day of...................20...........
	Name (s) of Applicant
	1. ______________
	2. ______________

FORM NO. INC. 20

[Pursuant to Section 8(4) and 8(6) of The Companies Act, 2013 and Rule 23 of The Companies (Incorporation) Rules 2014]

Intimation to Registrar of revocation/ surrender of license issued under section 8

	Form language English Hindi
	Refer the instruction kit for filing the form.

(a)

* Corporate identification number (CIN) of the company

(b)

Global location number (GLN) of the company

(a)

Name of the company

(b)

Address of the Registered office address of the company

(c)

Type the company

(d)

email ID of the company

License number issued under Section 8

4.	* Whether application for revocation of license is made
	Voluntarily On directions of the central government

(a)

* Date of issue of order

(b)

* Due date for filing the order

(c)

* SRN of form INC.18

(d)

* Reason for revocation/ surrender of such license

* Mention the name of the company in view of the order of revocation of license under section 8

(The word(s) Private limited, Limited may be added in name of the company and the word(s) like Electoral trust, foundation, forum, association, federation, chambers, confederation, council etc. shall be removed from the name. Thereupon the status of company will be changed accordingly.)

Attachment(s)
(1)	* Copy of order of Central Government;
(2)	* Copy of altered Memorandum and articles of association;
(3)	* Declaration of directors for compliance of conditions;
(4)	Optional attachment(s) (if any)

Declaration
I am authorized by the Board of Directors of the Company vide * resolution number * dated to sign this form and declare that all the requirements of 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 further declare 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 company.
2.	All the required attachments have been completely and legibly attached to this form.
	* To be digitally signed by
	* Designation
	* Director identification number of the director; or
	DIN or PAN of the manager or CEO or CFO; or
	Membership number of the company secretary

Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement/ certificate and punishment for false evidence respectively.


For office use only:
eForm Service request no. (SRN)	eForm filing date	(DD/MM/YYYY)
This e-Form is hereby registered
Digital signature of the authorizing officer
Date of signing	(DD/MM/YYYY)

[***]

OLD LAW 6

[FORM NO. INC. 22]

[Pursuant to Section 12(2) & (4) of the Companies Act, 2013 and Rule 25 and 27 of the (Incorporation) Rules 2014]

Notice of situation or change of situation of registered office

	Form language English Hindi
	Refer the instruction kit for filing the form.

*This Form is for New company Existing company

*(a)

Corporate identity number (CIN) or SRN of RUN

(b)

Global location number (GLN) of company

(a)

Name of the company

(b)

Address of the registered office of the company

(c)

Name of the office of existing Registrar of Companies (ROC)

(d)

*Purpose of the form

Change within local limits of city, town or village

Change outside local limits of city, town or village, within the same RoC and state

Change in RoC within the same state

Change in state within the jurisdiction of same RoC

Change in state outside the jurisdiction of existing RoC

4.	Notice is hereby given that
	*(a)	The address of the registered office of the company with effect from
		(DD/MM/YYYY) is
		The date of incorporation of company is

* Address Line I

Line II

* City

* District

* State/ Union Territory

Country

* Pin Code

* email ID

(b)

* Registered office is

Owned by company

Owned by director (Not taken on lease by company)

Taken on lease by company

Owned by any other entity/ Person (Not taken on lease by company)

(c)

* Name of office of proposed RoC or new RoC

(d)

Full address of the police station under whose jurisdiction the registered office is situated

* Name

* Address Line I

Address Line II

* City

State/ Union Territory

* Pin code

(e)

* Particulars of the Utility Services Bill depicting the address of the registered office

(not older than two months)

(a)

*SRN of Form MGT-14

(b)

*SRN of Form No. INC-28

(c)

* Date of order of the Central Government

(DD/MM/YY)

Attachments

List of Attachments

(1)

*Proof of Registered Office address (Conveyance/ Lease deed/ Rent Agreement along with the rent receipts) etc.;

(2)

*Copies of the utility bills as mentioned above (not older than two months);

(3)

*A proof that the Company is permitted to use the address as the registered office of the Company if the same is owned by any other entity/ Person (not taken on lease by company);

(4)

*Copy of order of competent authority;

(5)

List of all the companies (specifying their CIN) having the same registered office address, if any;

(6)

Optional attachment, if any.

Declaration

I *

A person named in the articles as a

of the company

have been authorized by the Board of Directors of the company vide resolution number dated to sign this form and declare 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 also declare that all the information given herein above is true, correct and complete including the attachments to this form and nothing material has been suppressed.

It is hereby further certified that , a

having Membership Number and certificate of practice number certifying this form has been duly engaged for this purpose

* To be digitally signed by

* Designation

* Director identification number of the director; or

DIN or PAN of the manager or CEO or CFO; or

Membership number of the Company secretary

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 for the subject matter of this form and matters incidental thereto and I have verified the above particulars (including attachment(s)) from the original records maintained by the company 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:
1.	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;
2.	All the required attachments have been completely and legibility attached to this form;
3.	I further declare that I have personally visited the registered office given in the form at the address mentioned herein above and verified that the said registered office of the company is functioning for the business purposes of the company.
	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 or practice number

Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement/ certificate and punishment for false evidence respectively.


For office use only:
eForm Service request number (SRN)	eForm filing date	(DD/MM/YYYY)
Digital signature of the authorising officer
This e-Form is hereby registered
Date of signing	(DD/MM/YYYY)
OR

This eForm has been taken on file maintained by the register of companies through electronic mode and on the basis of statement of correctness given by the filing company

[FORM NO. INC. 23]

[Pursuant to Section 12(5) and 13(4) of The Companies Act, 2013 and Rule 28 and 30 of the Companies Rules 2014]

Application to the Regional Director for approval to shift the Registered Office from one state to another state or from jurisdiction of one Registrar to another Registrar within the same State

	Form language English Hindi
	Refer the instruction kit for filing the form.

1.	*Application is for shifting the Registered Office from
	One state to another state
	One registrar to another registrar within the State

(a)

*Corporate identity number (CIN) of company

(b)

Global location number (GLN) of company

(a)

Name of the company

(b)

Address of the registered office of the company

(c)

Name of the existing ROC

*(a)

Name of the state/ Union territory where the new registered office of the company would be situated

*(b)

Name of the office of new ROC where the new proposed registered office of the company would be situated

*(c)

Reasons for shifting the registered office

*(a)

Service request number of Form MGT.14

*(b)

Date of filing Form MGT.14

*(c)

Date of passing the special resolution

(a)

Details of members present at the meeting where the decision of shifting was taken and number of shares held by them

(i)

Number of members

(ii)

Number of shares held by them

(b)

Details of the members who voted in favour of the proposal and number of shares held by them

(i)

*Number of members

(ii)

Number of shares held by them

(c)

Details of the members who voted against the proposal and number of shares held by them

(i)

*Number of members

(ii)

Number of shares held by them

(d)

Details of members who abstained from voting and number of shares held by them

(i)

*Number of members

(ii)

Number of shares held by them

*(a)

Total Number of creditors

*(b)

Total Number of depositors

*(c)

Total Number of debenture holders

(d)

Brief details of the objections, if received any in response to the advertisement

*Whether any prosecution is pending against the company under the Act

Yes No

If yes, Give brief details of the prosecution

*Whether any of the following is initiated against the company under the Act

inquiry inspection investigation

If yes, Give brief details of the inquiry, inspection, investigation

10.

*Whether the company has serviced the copy of the application with complete annexures with the Registrar and the chief secretary of the state

Yes No

If yes, specify the date of service

11.

Facts of the case are given below

(Give a concise statement of facts in a chronological order, each paragraph containing as nearly as possible a separate issue, fact or otherwise)

Attachments
1.	*Copy of Memorandum of Association;
2.	*Copy of special resolution sanctioning alteration;
3.	*Copy of the minutes of the general meeting authorizing such alteration;
4.	*Power of attorney/ vakalatnama/ Board resolution;
5.	Declaration by directors about no retrenchment of employees;
6.	*Copy of newspaper advertisement for notice of shifting the registered office;
7.	Proof of service of the application to the Registrar, Chief secretary of the state, SEBI or any other regulatory authority (if applicable);
8.	List of creditors or debenture holders duly verified, as per proviso to sub rule (2) to Rule 30
9.	Copy of objections (if received any);
10.	Optional attachment(s), if any including those filed in MCA portal (investors complaint form).

Declaration
I am authorized by the Board of Directors of the Company vide resolution number * Dated * to sign this form and declare that all the requirements of 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 further declare that:
	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 company.
	All the required attachments have been completely and legibly attached to this form
	Any application, writ petition or suit had not been filed regarding the matter in respect of which this petition/ application has been made, before any court of law or any other authority or any other Bench or the Board and not any such application, writ petition or suit is pending before any of them.
	the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof.
	the company shall not seek change in the jurisdiction of the Court where cases for prosecution are pending.
	*To be digitally signed by
	*Designation
	*Director identification number of the director; or
	DIN or PAN of the manager or CEO or CFO; or
	Membership number of the Company secretary

Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement/ certificate and punishment for false evidence respectively.


For office use only:
eForm Service request no. (SRN)		eForm filing date
Digital signature of the authorising officer
This e-Form is hereby approved
This e-Form is hereby rejected
Date of signing		(DD/MM/YYYY)

[FORM NO. INC. 24]

[Pursuant to Section 13(2) of the Companies Act, 2013 and Rule 29(2) of the Companies (Incorporation I) Rules 2014]

Application for approval of Central Government for change of name

	Form language English Hindi
	Refer the instruction kit for filing the form.

(a)

*Corporate identity number (CIN) of company

(b)

Global location number (GLN) of company

(a)

Name of the company

(b)

Address of the registered office of the company

(c)

email ID of the company

*Service Request Number (SRN) of RUN

(b)

Proposed name of the company

*Reason(s) for change of name

*Particulars of filing Form No. MGT - 14 with Registrar of Companies (RoC)

*(a)

SRN of Form No. MGT - 14

*(b)

Date of passing the special resolution

*(c)

Date of filing Form No. MGT - 14

Name of the company at the time of incorporation (to be displayed in the certificate)

(a)

Number of members present at the meeting where the special resolution was passed for change of name and number of shares held by them

(i)

Number of members

(ii)

Number of shares held by them

(b)

Number of members who voted in favour of change of name and number of shares held by them

(i)

*Number of members

(ii)

Number of shares held by them

(c)

Number of members who voted against the change of name and number of shares held by them

(i)

*Number of members

(ii)

Number of shares held by them

(d)

Details of members who abstained from voting and number of shares held by them

(i)

*Number of members

(ii)

Number of shares held by them

Attachments

List of Attachments

(1)

* Minutes of the members meeting

(2)

Optional attachment(s) (if any)

Declaration

To the best of my knowledge and belief, the information given in this application and its attachments is correct and complete and company has obtained all the mandatory approvals from the concerned authorities and departments in respect of change of name of the company.

I have been authorized by the Board of director's resolution number * dated * (DD/MM/YYYY) to sign and submit this application.

*To be digitally signed by

* Designation

*Director identification number of the director; or

DIN or PAN of the manager or CEO or CFO; or

Membership number of the company secretary

Note: Attention is drawn to provision 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:
eForm Service request number (SRN)	eForm filing date	(DD/MM/YYYY)
Digital signature of the authorising officer
This e-Form is hereby approved
This e-Form is hereby rejected
Date of signing	(DD/MM/YYYY)

Form No. INC-25
Certificate of Incorporation pursuant to change of name
[Pursuant to rule 29 the Companies (Incorporation ) Rules, 2014]
I hereby certify that the name of the company has been changed from .................................................................to ..................................... with effect from the date of this certificate and that the company is limited by shares/ limited by guarantee/ unlimited company.
The CIN of the company is .............................
Given under my hand at .............. this .................. day of ..................... two thousand ...........................
SEAL:	....................................
Registrar of Companies
.......................................
(State)

[Form No INC-26]

[Pursuant to rule 30 the Companies (Incorporation) Rules, 2014]

Advertisement to be published in the newspaper for change of registered office of the company from one state to another

Before the Central Government

_____________Region

In the matter of sub-section (4) of Section 13 of Companies Act, 2013 and clause (a) of sub-rule (5) of rule 30 of the Companies (Incorporation) Rules, 2014

AND

In the matter of __________ Limited having its registered office at ___________________, Petitioner

Notice is hereby given to the General Public that the company proposes to make application to the Central Government under section 13 of the Companies Act, 2013 seeking confirmation of alteration of the Memorandum of Association of the Company in terms of the special resolution passed at the Annual General Meeting/ Extra ordinary general meeting held on _______ to enable the company to change its Registered Office from "State of ______" to "State of ______".

Any person whose interest is likely to be affected by the proposed change of the registered office of the company may deliver either on the MCA-21 portal (www.mca.gov.in) by filing investor complaint form or cause to be delivered or send by registered post of his/ her objections supported by an affidavit stating the nature of his/ her interest and grounds of opposition to the the Regional Director at the address ____________________within fourteen days of the date of publication of this notice with a copy to the applicant company with a copy of the applicant company at its registered office at the address mentioned below :

For and on behalf of the Applicant

...............

Director

Date........

Place...........

Note : - Strike off whichever is not applicable.

FORM NO. INC. 27

[Pursuant to section 14 of the Companies Act, 2013 and Rule 33 the Companies (Incorporation) Rules 2014]

Conversion of public company into private company or private company into public company

	Form language English Hindi
	Refer the instruction kit for filing the form.

1.	* Application for	Conversion of private company into public company
		Conversion of public company into private company

(a)

* Corporate identity number (CIN) of the company

(b)

Global location number (GLN)

(a)

Name of the company

(b)

Address of Registered office

(c)

email ID of the company

*Reason(s) for conversion

*Particulars of filing Form MGT. 14 with Registrar of Companies

*(a)

Service request number of Form MGT.14

*(b)

Date of passing the special resolution

*(c)

Date of filing Form MGT.14

*Particulars of the order of competent authority

(a)

Date of passing the order

*(b)

Date of receiving the order

Name of the company at the time of incorporation (to be displayed in the certificate)

(a)

Details of members present at the meeting where the decision of conversion was taken and number of shares held by them

(i)

Number of members

(ii)

Number of shares held by them

(b)

Details of the members who voted in favour of the proposal and number of shares held by them

(i)

*Number of members

(ii)

Number of shares held by them

(c)

Details of the members who voted against the proposal and number of shares held by them

(i)

*Number of members

(ii)

Number of shares held by them

(d)

Details of members who abstained from voting and number of shares held by them

(i)

*Number of members

(ii)

Number of shares held by them

Attachments
1.	*Minutes of the members' meeting;
2.	*Altered Articles of Association;
3.	*Order of competent authority ;
4.	Order for condonation of delay;
5.	Optional attachment(s) (if any)

Declaration

To the best of my knowledge and belief, the information given in this application and its attachments are correct and complete. The company has obtained all the mandatory approvals from the concerned authorities and departments and substantial creditors. I have been authorized by the Board of director's resolution number * dated * to sign and submit this application.

*To be digitally signed by

*Designation

*Director identification number of the director; or

DIN or PAN of the manager or CEO or CFO; or

Membership number of the company secretary

Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement/ certificate and punishment for false evidence respectively.


For office use only:
eForm Service request no. (SRN)	eForm filing date	(DD/MM/YYYY)
This e-Form is hereby registered
Digital signature of the authorizing officer
Date of signing	(DD/MM/YYYY)

FORM NO. INC. 28

Notice of Order of the Court or any other competent authority

	Form language English Hindi
	Refer the instruction kit for filing the form.

(a)

*Corporate identity number (CIN) or foreign company registration number (FCRN) of the company

(b)

Global location number (GLN) of company

(a)

Name of the company

(b)

Address of the registered office or of the principal place of business in India of the company

(c)

email ID of the company

(a)

Order passed by

(b)

Name of the court or Tribunal or any other competent authority

(c)

Location

(d)

*Petition or application number

(e)

*Order number

4.	*Date of passing the order (DD/MM/YYYY)

(a)

(i) Section of the Companies Act, 2013 under which order passed

(ii) Section of the Companies Act, 1956 under which order passed

(b)

If others, mention

*Number of days within which order is to be filed with Registrar (To be entered pursuant to aforesaid sections or in terms of court order or Tribunal order or order of the competent authority, as the case may be)

(DD/MM/YYYY)

Date of application to court or Tribunal or the competent authority for issue of certified copy of order

(DD/MM/YYYY)

*Date of issue of certified copy of order

(DD/MM/YYYY)

Due date by which order is to be filed with Registrar

(DD/MM/YYYY)

10.	In case of compounding of offence, enter Service request number (SRN)(s) of Form 61.

11.

In case of amalgamation, mention whether company filing the form is transferor or transferee Transferor Transferee

(a) Details of transferee company

CIN

Name

Appointed date of amalgamation

(DD/MM/YYYY)

(b) Details of transferor company(s)

Number of transferor company(s)

Category of the transferor company(s)

CIN or FCRN or any other registration number

Name

Appointed date of amalgamation

(DD/MM/YYYY) (SRN of Form INC.28)

II.

Category of the transferor company(s)

CIN or FCRN or any other registration number

Name

Appointed date of amalgamation

(DD/MM/YYYY) (SRN of Form INC.28)

III.

Category of the transferor company(s)

CIN or FCRN or any other registration number

Name

Appointed date of amalgamation

(DD/MM/YYYY) (SRN of Form INC.28)

IV.

Category of the transferor company(s)

CIN or FCRN or any other registration number

Name

Appointed date of amalgamation

(DD/MM/YYYY) (SRN of Form INC.28)

Category of the transferor company(s)

CIN or FCRN or any other registration number

Name

Appointed date of amalgamation

(DD/MM/YYYY) (SRN of Form INC.28)

12.	In case of winding up, provide the following details
	(a)	(i) Date of commencement of winding up under section 445 of the Companies Act, 1956 (DD/MM/YYYY)
		(ii) Income-tax permanent account number (Income-tax PAN)

(iii) Name of liquidator

(iv) Address of liquidator

Line I

Line II

City

State

Country

Pin code

(b)

Date with effect from which winding up proceedings have been stayed under section 466 of the Companies Act, 1956

(DD/MM/YYYY)

(c)

Date of dissolution under section 481 of the Companies Act, 1956

(DD/MM/YYYY)

(d)

(i)

Date with effect from which dissolution has been declared as void under section 559 of the Companies Act, 1956

(DD/MM/YYYY)

(ii)

Whether the order is in the respect of company dissolved under section 394 of the Companies Act, 1956 Yes No

(iii)

If yes, provide details of the transferor company whose dissolution has been declared as void

CIN or FCRN

Name

Date of amalgamation

(DD/MM/YYYY)

(e)

Date with effect from which dissolution has been declared as void Under section 252 of the Companies Act, 2013

13.

(a)

SRN of relevant form

(Mention the SRN of relevant form INC. 22, INC. 28, CHG. 1, CHG. 4, CHG. 9, MGT. 14 or any other form; if applicable)

(b)

Date of special resolution under section 66(1) of the Companies Act, 2013

(DD/MM/YYYY)

(c)

SRN of relevant Form INC. 23 or CHG. 8, If applicable

14.

* Whether penalty involved or not Yes No

If yes, SRN of payment of penalty

Attachments

List of attachments

*Copy of court order or NCLT or CLB or order by any other competent authority

Optional attachment(s) - if any

Declaration
I am authorized by the Board of Directors of the Company vide resolution no. * Dated * to sign this form and declare that all the requirements of 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 further declare 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 company.
2.	All the required attachments have been completely and legibly attached to this form
	*To be digitally signed by
	Particulars of the person signing and submitting the form

*Name

Capacity

*Designation

DIN or Income-tax PAN or Membership number

Note. - Attention is also drawn to provisions of Section 448 and 449 which provide for punishment for false statement and punishment for false evidence respectively.


For office use only:
eForm Service request no. (SRN)	eForm filing date	(DD/MM/YYYY)
This e-Form is hereby registered
Digital signature of the authorizing officer
Date of signing	(DD/MM/YYYY)

[FORM NO. INC-32]

[Pursuant to sections 4, 7, 12, 152 and 153 of the Companies Act, 2013 read with rule made thereunder]

(Simplified Proforma for Incorporating Company Electronically)

	Form language English Hindi
	Refer the instruction kit for filing the form.

*Whether name is already approved by Registrar of Companies Yes No

SRN of RUN

Entity Type

(a)

*State the type of company

(b)

*State the class of company

Public Private One Person Company

(c)

*State the category of company

(d)

*State the sub-category of company

(e)

*Whether proposed company is an IFSC company

Yes No

(f)

*Company is

Having share capital Not having share capital

(f)

Section 8 license number

(a)

*Main division of industrial activity of the company

Description of the main division

(b)

Whether Articles of Association is entrenched

Yes No

Details of such articles

Sr. No.	Articles Number	Short description on entrenchment of the clause

(i) *Capital structure of the company

Total authorized share capital (in Rupees)

Authorized share capital	Equity	Preference	Unclassified
Number of shares
Nominal amount per share (in Rupees)
Total amount (in Rupees)

Total subscribed share capital (in Rupees)

Subscribed share capital	Equity	Preference	Unclassified
Number of shares
Nominal amount per share (in Rupees)
Total amount (in Rupees)

(ii) *Details of number of members

(a) Enter the maximum number of members
(b) Maximum number of members excluding proposed employees
(c) Number of members
(d) number of members excluding proposed employee(s)

(a) *Correspondence address

*Line I

Line II

City

* State/ Union Territory		*Pin code
* District
* Phone (with STD code)		-
Fax
*email ID of the company

(b) *Whether the address for correspondence is the address of registered office of the company Yes No

*Particulars of the proposed or approved name

(a)

Proposed or approved name
Significance of abbreviated or coined word in the proposed name
State the name of the vernacular language(s) if used in the proposed name and meaning thereof

(b)

(i) *Whether the proposed name includes the phrase 'Electoral trust'

Yes No

(ii) *Whether the proposed name(s) contain such word or expression for which the previous approval of Central Government is required

Yes No

(iii) *Whether approval from any sectoral regulator is required

Yes No

(iv) Whether the name is similar Existing Indian Company Foreign body corporate

[Attach the copy of No Objection Certification by way of Board resolution (duly attest by a director/KMP of that company) or in the case of foreign company, authority given through constitutional document]

Provide CIN

Name of the Company

(c)	(i) *Whether the proposed name is based on a trademark registered or is subject matter of an application pending for registration under the Trade Marks Act Yes No
	(ii) *Specify the class(s) of trade mark (refer the instruction kit for details)

	(iii) *Furnish the particulars of application and the approval of the applicant or owner of the trade mark

(a) *Number of first subscriber(s) to MOA and directors of the company

	Having valid DIN	Not having valid DIN
Total number of first subscribes (non-individual+individual)
Number of non-individual first subscriber(s)
Number of individual first subscriber(s) cum director(s)
Total number of directors (director(s) who is/ are not subscriber(s)+ subscriber(s) cum director(s) as mentioned in above Row no. 3)

(b) *Particulars of non-individual first subscriber(s)

* Category * Corporate identity number (CIN) or foreign company

*Name of the body corporate

Registered office address or Principal place of business in India or Principal place of business outside India

*Line I

Line II

City

* State/ Union Territory		*Pin code
* ISO Country code
Country
* Phone (with STD code)		-
Fax
*email id

Particular of the authorised person

*First name

Middle Name

*Surname

Father's First Name

Father's Middle Name

Father's Surname

* Gender * Date of Birth * Nationality

PAN Passport Number

Aadhaar number

*Place of Birth (District & State)

*Occupation type

* Area of Occupation

*Educational qualification

Present address

*Line I

Line II

*City

*State/ Union Territory

* Pin code

*ISO Country code

Country

* Phone (with STD/ ISD code) -

Mobile

Fax

email id


Kind of shares subscribed	Number of subscribed shares	Amount of shares subscribed
Equity shares
Preferences shares

* Particulars of individual first subscribes(s) (other than subscriber cum director)

* Director Identification number (DIN) Provide CIN

Name


Kind of shares subscribed	Number of subscribed shares	Amount of shares subscribed
Equity shares
Preferences shares

*First name

Middle Name

*Surname

Father's First Name

Father's Middle Name

Father's Surname

* Gender * Date of Birth * Nationality

*Place of Birth

* Occupation Type Self-employed Professional Homemaker Student Serviceman

Area of Occupation

If 'Others' selected, please specify

* Educational Qualification

PAN Passport Number

Aadhaar number

* email ID

Permanent address

*Line I

Line II

*City

*State/ Union Territory

* Pin code

*ISO Country code

Country

* Phone (with STD/ ISD code) -

*Whether present residential address same as permanent residential address Yes No

Present Address

*Line I

Line II

*City

*State/ Union Territory

* Pin code

*ISO Country code

Country

* Phone (with STD/ ISD code)

*Duration of stay at present address year(s) month(s)

If Duration of stay at present address is less than one year then address of previous residence

*Proof of identity

*Residential Proof

Submit the proof of identify and proof of address under attachments

Kind of shares subscribed	Number of subscribed shares	Amount of share subscribed
Equity shares
Preference shares

*Particular of individual first subscriber(s) cum directors

* Director Identification number (DIN) <="" p="" style="box-sizing: border-box; border-radius: 0px !important; margin: 0px; font: inherit; color: inherit; -webkit-appearance: button; cursor: pointer;">

* Name

* Gender * Date of Birth * Nationality

* Designation

* Category

Whether Chairman Executive director Non-executive director

* Name of the company or institution whose nominee the appointee is

* email ID

Kind of shares subscribed	Number of subscribed shares	Amount of share subscribed
Equity shares
Preference shares

Number of entities in which director have interest (Need not to mention if such entity is having CIN/FCRN/LLPIN)

* Registration Number

* Name

* Address

Nature of interest

* Designation

Percentage of Shareholding

Amount

Other (specify)

*First name

Middle Name

*Surname

Father's First Name

Father's Middle Name

Father's Surname

* Gender * Date of Birth * Nationality

*Place of Birth

* Whether citizen of India Yes No * Whether resident of India Yes No

* Occupation Type Self-employed Professional Homemaker student Serviceman

Area of Occupation

If 'Others' selected, please specify

* Educational Qualification

PAN Passport Number

* Designation * Category

Whether Chairman Executive director Non-executive director

* Name of the company or institution whose nominee the appointee is

* email ID

Permanent address

*Line I

Line II

*City

*State/ Union Territory

* Pin code

* ISO Country code Country

* Phone (with STD/ISD code) -

*Whether present residential address same as permanent residential address Yes No

Present Address

*Line I

Line II

*City

*State/ Union Territory

* Pin code

* ISO Country code Country

* Phone (with STD/ ISD code)

*Duration of stay at present address year(s) month(s)

If Duration of stay at present address is less than one year then address of previous residence

* Proof of identity * Residential Proof

Voter's identity card number

Driving license number

Aadhaar number

Submit the proof of identify and proof of address under attachments

Kind of shares subscribed	Number of subscribed shares	Amount of share subscribed
Equity shares
Preference shares

Number of entities in which director have interest

* Registration Number

* Name

* Address

Nature of interest

* Designation

Percentage of Shareholding

Amount

Other (specify)

*Particular of directors (other than first subscribers)

* Name

* Gender * Date of Birth * Nationality

* Designation

* Category

Whether Chairman Executive director Non-executive director

* Name of the company or institution whose nominee the appointee is

* email ID

Number of entities in which director have interest (Need not to mention if such entity is having CIN/FCRN/LLPIN)

* Registration Number

* Name

* Address

Nature of interest

* Designation

Percentage of Shareholding

Amount

Other (specify)

*First name

Middle Name

*Surname

Father's First Name

Father's Middle Name

Father's Surname

* Gender * Date of Birth * Nationality

*Place of Birth

* Whether citizen of India Yes No * Whether resident of India Yes No

* Occupation Type Self-employed Professional Homemaker student Serviceman

Area of Occupation

If 'Others' selected, please specify

* Educational Qualification

PAN Passport Number

* Designation * Category

Whether Chairman Executive director Non-executive director

* Name of the company or institution whose nominee the appointee is

* email ID

Permanent address

*Line I

Line II

*City

*State/ Union Territory

* Pin code

* ISO Country code Country

* Phone (with STD/ISD code) -

*Whether present residential address same as permanent residential address Yes No

Present Address

*Line I

Line II

*City

*State/ Union Territory

* Pin code

* ISO Country code Country

* Phone (with STD/ISD code) -

*Duration of stay at present address year(s) month(s)

If Duration of stay at present address is less than one year then address of previous residence

* Proof of identity * Residential Proof

Voter's identity card number

Driving license number

Aadhaar number

Submit the proof of identify and proof of address under attachments

Number of entities in which director have interest

* Registration Number

* Name

* Address

Nature of interest

* Designation

Percentage of Shareholding

Amount

Other (specify)

(a)

* Nomination

I ∗

the subscriber to the memorandum of association of

do hereby nominate*

who shall become the member of the company in the event of my death or incapacity to contract. I declare that the nominee is eligible for nomination within the meaning of Rule 3 of the Companies (Incorporation) Rules, 2014.

(b)

* Particular of the Nominee

*First name

Middle Name

*Surname

Father's First Name

Father's Middle Name

Father's Surname

* Gender * Date of Birth * Nationality

* Income-tax PAN <="" p="" style="box-sizing: border-box; border-radius: 0px !important; margin: 0px; font: inherit; color: inherit; -webkit-appearance: button; cursor: pointer;">

Aadhaar number

*Place of Birth (District & State)

* Occupation Type

Area of Occupation

* Educational Qualification

Permanent address

*Line I

Line II

*City

*State/ Union Territory

* Pin code

* ISO Country code

Country

* Phone (with STD/ISD code) -

* Mobile

* Fax

e-mail

*Whether present address is same as permanent address Yes No

Present Address

*Line I

Line II

*City

*State/ Union Territory

* Pin code

* ISO Country code

Country

* Phone (with STD/ ISD code)

* Mobile

* Fax

*Duration of stay at present address Year(s) Month(s)

If Duration of stay at present address is less than one year then address of previous residence

* Proof of identity * Residential Proof

Particular of payment of stamp duty

(a) State or Union territory in respect of which stamp duty is paid or to be paid <="" p="" style="box-sizing: border-box; border-radius: 0px !important; margin: 0px; font: inherit; color: inherit; -webkit-appearance: button; cursor: pointer;">

(b) *Whether stamp duty is to be paid electronically through MCA21 system Yes No Not applicable

(i) Details of stamp duty to be paid

Type of documents/Particulars

Form

Memorandum of association

Articles of association

Amount of stamp duty to be paid (in Rs.)

(ii) Provide details of stamp duty already paid

Type of document/ Particulars

Form

Memorandum of association

Articles of association

Other

Total amount of stamp duty paid (in Rs.)

Mode of payment of stamp duty

Name of vendor or Treasury or Authority orany other competent agency authorised to collect stamp duty or to sell stamp paper or to emboss the documents or to dispense stamp vouchers on behalf of the Government

Serial number of embossing or stamps or stamp paper or treasury challan number

Registration number of vendor

Date of purchase of stamps or stamp paper or payment of stamp duty (DD/MM/YYYY)

Place of purchase of stamps or stamp paper or payment of stamp duty

* Additional Information for applying Permanent Account Number (PAN) and Tax Deduction Account Number (TAN)

Information specific to PAN

Area code	AO type	Range code	AO No.

Information specific to TAN

Area code	AO type	Range code	AO No.

Source of Income

Income from Business/profession Capital Gains Income from house property Income from other source No Income

Business/ Profession code

10.

^ Additional Information for Employer registration under Employee State Insurance Corporation (ESIC)

Tye of Unit Factory Establishment

Exact nature of Work/ Business carried on	Work Sub category

11.	^ Does the Employees Provident Fund and Miscellaneous Provision Act 1952 apply to the establishment EFP and MP Act Voluntary Coverage
12.	^ Number of employees to be covered under Employees Provident Fund Act
13.	^ Number of Employees earning wages less than Rupees fifteen thousand employed directly or through contractor to be covered under Employees State Insurance Act

14.	^ Do you need Importer Exporter code Yes; No
15.	^ Particulars of Investment

Investment	Proposed amount in (Rupees)
(A) land (for rented premises, capitalised value of the same to be indicated)
(B) building
(C) plant and machinery
(I) indigenous
(II) import
(A) cif value
(B) landed cost
(III) Total [(I) + (II)(B)]

^ The information in serial number 10-15 are mandatorily required for Employees State Insurance Corporation registration, Employees Provident Fund, Employees State Insurance registration, Importer Exporter Code Registration in case of applicant desirous of applying for these service at the time of incorporation of a company and this facility is available at e-Biz Portal only as per separate procedure prescribed by e-Biz Portal. These services (Serial number 10-15) will not be available form forms filed on MCA21 Portal and no cognizance will be taken of entries in those fields if the form is filed on MCA21 Portal

Attachments

List of attachments

	1.	* Memorandum of association;
	2.	* Articles of Association;
	3.	* [Declaration by first subscriber(s) and director(s)]
	4.	Proof of Office address (Conveyance/ Lease deed/ Rent Agreement etc. along with rent receipts);
	5.	Copy of the utility bills (not older than two months);
	6.	Copy of approval in case the proposed name contains any word(s) or expression(s) which requires approval from central government
	7.	Approval of the owner of the trademark or the applicant of such application for registration of Trademark
	8.	In principle approval from the concerned regulator;
	9.	Copy of certificate of incorporation of the foreign body corporate and resolution passed by foreign company or authority given through constitutional document;
	10.	Resolution passed by promoter company;
	11.	NOC from existing Indian company or foreign company;
	12.	Interest of first director(s) in other entitles;
	13.	Consent of Nominee (INC-3);
	14.	Proof of identity and residential address of subscribers;
	15.	Proof of identity and residential address of nominee;
	16.	Proof of identity and address of Applicant I;
	17.	Proof of identity and address of Applicant II;
	18.	Proof of identity and address of Applicant III;
	19.	Resolution of unregistered companies in case of Chapter XXI (Part I) companies
	20.	Optional attachment(s), (if any)

Declaration

I have gone through the provision of the Companies Act, 2013, the rules thereunder and prescribed guidelines frame thereunder in respect of reservation of name understood the meaning thereof and the proposed name is in conformity thereof.

I have used the search facilities available on the portal of the Ministry of Corporate Affairs (MCA) for checking the resemblance of the proposed name with the companies and Limited Liability partnership (LLPs) respectively already registered or the names already approved. I have also used the search facility for checking the resemblances of the proposed name with registered trademarks and trade mark subject of an application under the Trade Marks Act, 1999 and other relevant search for checking the resemblance of the proposed name to satisfy myself with the compliance of the provision of the Act for resemblance of name and Rules thereof.

The proposed name is not in violation of the provision of Emblems and Names (Prevention of Improper Use) Act, 1950 as amended from time to time

The proposed name is not offensive to any section of people, e.g. proposed names does not contain profanity or words or phrases that are generally considered a slur against an ethnic group, religion, gender or heredity.

The proposed name is not such that its use by the company will constitute an offence under any law for the time being in force.

I undertake to be fully responsible for the consequences in case the name is subsequently found to be in contravention of the provision of section 4 (2) and section 4(4) of the companies Act, 2013 and rules thereto and I have also gone through and understood the provision of section 4(5)(ii)(a) and (b) of the Companies Act, 2013 and rules thereunder and fully declare myself responsible for the consequences thereof.

, a person named in the articles as a director of the company has been duly authorized by the promoter of the company to sign this form and declare that all the requirements of the Companies Act, 2013 and the rules made thereunder in respect of Director Identification Number (DIN), registration of the company and matter precedent or incidental thereto have been complied with.

I am authorized by the promoter subscribing to the Memorandum of Association and Articles of Association and the first director(s) to give this declaration and to sign and submit this form.

I further declare that company shall not commence its business, unless all the required approval from the sectoral Regulators such as RBI, SEBI etc. have been obtained;

I on behalf of the promoter and the first directors, hereby declare that the registered office is capable of receiving and acknowledging all communication and notices addressed to the proposed company on incorporation shall be maintained at the given address at item 4 of this form;

* I on behalf of all the first director(s) named in the Articles of Association of the proposed company, solemnly declare, that the declaration given herein as stated above are true to the best of my knowledge and belief, the information given in this integrated application form for incorporation and attachments thereto are correct and complete, and nothing relevant to this form has been suppressed. All the required attachments have been completely, correctly and legibly attached to this form and are as per the original records maintained by the promoter subscribing to the Memorandum of Association and Articles of Association.

I, on behalf of the proposed Director whose particulars for allotments of DIN are filled as above, hereby confirm and declare that they are not restrained, disqualified, removed for being appointed as Director of a company under the provisions of the Companies Act, 2013 including section 164 and 169 and have not been declared as proclaimed offender by any Economic Offence Court or Judicial Magistrate Court or High Court or any other Court and not been already allotted a Director Identification Number (DIN) under section 154 of the Companies Act, 2013 and I further declare that I have read and understood the provisions of Section 154, 155, 447 and 448 read with section 449, 450 and 451 of the companies Act, 2013.

having Membership number and / or certificate of practice number has been engaged to give declaration under section 7(1) and such declaration is attached

Note : Attention is drawn to the provision of section 7(5) and 7(6) which, iner-alia, provides that furnishing of any false or incorrect particular of any information or suppression of any material information shall attract punishment for fraud under section 447. Attention is also drawn to provisions of section 448 and 449 which provide for punishment for false statement and punishment for false evidence respectively

*To be digitally signed by director

* DIN / PAN

Declaration and Certification by Professional

,member of

having office at*

Who is engaged in the formation of the company declare that I have been duly engaged for the purpose of certification of this form. It is hereby also certified that I have gone through the provision of the Companies Act, 2013 and rules thereunder for the subject matter of this form and matters incidental thereto and I have verified the above particulars (including attachments(s)) from the original/ certified records maintained by the 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 draft memorandum and articles of association have been drawn up in conformity with the provision of section 4 and 5 and rules made thereunder; and

(ii)

all the requirements of Companies Act, 2013 and the rules made thereunder relating to registration of the company under section 7 of the Act and matters precedent or incidental thereto have been complied with. The said records have been properly prepared, signed by the required officer of the company and maintained as per the relevant provisions of the Companies Act, 2013 and were found to be in order;

(iii)

I have opened all the attachments to this form and have verified these to be as per requirements, complete and legible;

(iv)

I further declare that I have personally visited the premises of the proposed registered office given in the form at the address mentioned herein above and verified that the said proposed registered office of the company will be functioning for the business purposes of the company (wherever applicable in respect of the proposed registered office has been given).

(v)

It is understood that I shall be liable for action under section 448 of the Companies Act, 2013 for wrong certification, if any found at any stage

Chartered accountant (in whole-time practice) or Cost accountant (in whole-time practice)or Company secretary (in whole-time practice) Advocate

* Whether associate or fellow Associate or Fellow

* Membership number

Certificate of practice number

* Income-tax PAN


For office use only:
eForm Service request number (SRN)	eForm filing date	(DD/MM/YYYY)
Digital signature of the authorising officer
This e-Form is hereby approved
This e-Form is hereby rejected
Date of signing	(DD/MM/YYYY)