GOVERNMENT OF INDIA

Ministry of Corporate Affairs

NOTICE INVITING COMMENTS ON THE DRAFT COMPANIES (Authorised to Registered) AMENDMENT RULES 2016

Dated the 17th February, 2016

1. The draft Companies (Authorised to Registered) Amendment Rules, 2016 has been placed on the Ministry’s website at www.mca.gov.in. It has been decided to invite suggestions/comments on the above draft.

3. Suggestions/comments on above mentioned draft along with justification in brief may be sent latest by 02.03.2016 through email at [email protected] It is requested that the name, Telephone number and address of the sender should be indicated clearly at the time of sending suggestions/comments.

Name, Address, Contact No. of Stake holder __________________

SL.No	Rule No.	Suggestion	Justification

Government of India

Ministry of Corporate Affairs

NOTIFICATION

New Delhi, February, 2016

G.S.R.-In exercise of the powers conferred by sub-sections (1) and (2) of Section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Authorised to Registered) Rules, 2014, namely:-

1. (1) These rules may be called the Companies (Authorised to Registered) Amendment Rules, 2016.

(2) They shall come into force from the date of their publication in the Official Gazette.

2. In the Companies (Authorised to Registered) Rules, 2014,

(a) in rule 2, the following shall be inserted after sub-clause (f) of sub-rule (1)

(g)  “firm” means a  firm as defined in section 4 of the Indian Partnership Act, 1932 ( 9 of 1932);

(b) In sub-rule (2) of rule 3

(i) in sub-clause (i), clause (a), for the words “were partners of the Limited Liability Partnership”, the words “were partners of the Limited Liability Partnership or firm as the case may be” shall be substituted;

(ii) in sub-clause (iv), clause (a), for the words “addresses of the partners of the Limited Liability Partnership”, the words “addresses of the partners of the Limited Liability Partnership or firm as the case may be” shall be substituted;

(iii) for sub-clause (v) of clause (a), the following sub-clause shall be substituted;

“(v) in case of firm, deeds of partnership, bye laws or other instrument constituting or regulating the company and duly verified in the manner provided in sub-rule (4).  In case the deed of partnership was revised at any time in the past, copies of the principal  and all subsequent deeds including the latest deed, along with the certificate of the registration issued by Registrar of firms”, in case the firm is registered.

(iv) after sub-clause (viii) of clause (a) the following sub-clauses shall be inserted;

“(ix) an undertaking that the proposed directors would comply with the requirements of Indian Stamp Act, 1899”.

“(x) a statement of assets and liabilities of the Limited Liability Partnership or the firm as the case may be, duly certified by a chartered accountant in practice made as on a date not earlier than fifteen days of the filing of form URC-1”.

“(xi) a copy of latest Income Tax Return of the Limited Liability Partnership or firm as the case may be”.

(v)  in sub-clause (iv), clause (b), for the words “addresses of the partners of the Limited Liability Partnership”, the words “addresses of the partners of the Limited Liability Partnership or firm as the case may be” shall be substituted;

(vi) for sub-clause (v) of clause (b), the following sub-clause shall be substituted;

“(v) a copy of instrument constituting or regulating the company and duly verified in the manner provided in rule (4).  In case the deed of partnership was revised at any time in the past, copies of principal and all the subsequent deeds including the latest deed, along with the certificate of the registration issued by Registrar of firms if any”;

(vii) after sub-clause (viii) of clause (b) the following sub-clauses shall be inserted;

“(ix) an undertaking that the proposed directors would comply with the requirements of Indian Stamp Act, 1899”.

“(x) a statement of assets and liabilities of the Limited Liability Partnership or the firm as the case may be, duly certified by a chartered accountant in practice which is made as on a date not earlier than fifteen days of the filing of form URC-1”.

“(xi) a copy of latest Income Tax Return of the Limited Liability Partnership or firm as the case may be”.

(viii) in sub-rule (3) for the words “An affidavit, duly notarised” the words “An undertaking” and for the words “for its dissolution as Limited Liability Partnership” the words “for its dissolution as a firm” shall be substituted;

(ix) in sub-rule (4) for the words “designated partners of the Limited Liability Partnership” the words “designated partners of the Limited Liability Partnership or authorised partners of the firm as the case may be” shall be substituted’

(j) In rule 4,

(i) in sub-rule (1) for the words “in a newspaper and in English and in the principal vernacular language of the district in which Limited Liability Partnership is in existence and circulated in that district” the words “in a newspaper in English and in the principal vernacular language, circulating in the district in which Limited Liability Partnership or the firm as the case may be is situate”.

(d) In rule 5,

for clause (i) the following shall be substituted;

“(i) where a firm has obtained a certificate of registration under section 367, an intimation to this effect shall be given, within fifteen days of such registration to the concerned Registrar of firms under which it was originally registered, along with papers for its dissolution as a firm”.

(ii) in clause (iii) for the words “concerned Registrar (LLP)” the words “Registrar of firms” and for the words “Registrar of Companies (LLP), the words “Registrar of Firms” shall be substituted;

(iii) in clause (v) for the words “a statement of proceedings, if any, by or against the Limited Liability Partnership”, the words “a statement of proceedings, if any, by or against the Limited Liability Partnership or the firm as the case may be” shall be substituted;

(e) for Form No.URC-1, the following URC-1 shall be substituted.

[F. No. 1/ 35 /2013 CL-V]

AMARDEEP SINGH BHATIA, Jt. Secy.

Note: - The principal rules were published in the Gazette of India, Extraordinary, Part-II, Section 3, sub-section (i), vide number G.S.R. 257(E), dated the 31st March, 2014.

 

 

 

 

Conversion of firms to companies now requires partnership deeds, certified assets liabilities, stamp undertaking and latest income tax return. Amendments expand the Companies (Authorised to Registered) Rules to include firm as defined under the Partnership Act and require firms converting to companies to file partnership deeds (including revisions and registration certificates), partner addresses, an undertaking on compliance with the Indian Stamp Act, a chartered accountant certified statement of assets and liabilities dated within fifteen days of URC-1 filing, and the latest income tax return; procedural language, publication, intimation to Registrar of Firms, affidavit/undertaking wording and Form URC-1 are correspondingly revised.