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of <h1>Registration rules for existing companies: constitutional status, pre-registration liabilities, conversion limits, and protection of unalterable founding provisions</h1> Upon registration under this Part, existing statutory or contractual provisions regulating the company are treated as its memorandum and articles, and the Companies Act, 2013 applies as if it were originally formed under the Act, subject to specified exceptions (e.g., optional application of Table F, non-numbered shares). In winding up, persons liable for pre-registration debts become contributories, including their estates or assignees on death or insolvency. Provisions enabling conversion of unlimited to limited companies and restriction of calls on capital apply despite contrary earlier instruments. However, the company cannot alter foundational provisions that would have been unalterable memorandum terms, and existing powers to amend its constitution remain unaffected. 'Instrument' is broadly defined.
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