MCA Form URC-1: Registration of an Existing Entity as a Company Under Section 366

MCA Form URC-1: Registration of an Existing Entity as a Company Under Section 366. Businesses are frequently started as partnership firms, Limited Liability Partnerships/LLP , societies or trusts because these structures are comparatively easier to establish and operate. As the business or organisation expands, however, it may require a more formal corporate structure to raise capital, induct investors, strengthen governance or improve commercial credibility. Section 366 of the Companies Act, 2013 permits certain existing entities to register themselves as companies. The application for such registration is made through MCA Form URC-1, which is filed as a linked form with the SPICe+ incorporation application.
Although the process is commonly described as the “conversion” of an LLP into Private Limited, partnership firm to Private Limited, society or trust into a private limited company, legally it is a registration of an existing entity under Part I of Chapter XXI of the Companies Act, 2013.
What is MCA Form URC-1?
Form URC-1 is the prescribed MCA web form for an existing partnership firm, LLP, society, trust, cooperative society or another eligible business entity to apply for registration as a company under Section 366 of the Companies Act, 2013.
The form is governed principally by:

Section 366 to Section 374 of the Companies Act, 2013;

Rule 3 of the Companies (Authorised to Register) Rules, 2014;

Rule 4 relating to publication of the advertisement in Form URC-2; and

the applicable provisions of the Companies (Incorporation) Rules, 2014.

The current MCA instruction kit specifies that URC-1 is filed as a linked form with SPICe+ and is applicable to entities having at least two members.
Entities Eligible to File Form URC-1
The following entities may apply for registration under Section 366:

Partnership firm;

Limited Liability Partnership;

Cooperative society;

Registered society including all SSC (Sector Skill Councils);

Trust, subject to the applicable conditions;

Association or other business entity constituted under another law; and

Any other eligible entity recognised under Part I of Chapter XXI.

The applicant entity must be legally constituted and should ordinarily have at least two members. Where the entity has fewer than seven members, it must register as a private company.
A sole proprietorship conversion cannot use Form URC-1 because it does not have two or more members. A proprietorship may instead be taken over by a newly incorporated company through an appropriate business-transfer arrangement and other legal process. FCS Shiriti Kumari, a Co-founder at Compliance Calendar LLP, explained the process for the conversion of proprietorship into private limited through takeover by private limited company.
Types of Companies That May Be Registered
Subject to Section 366 and the applicable incorporation requirements, an eligible entity may register as:

a company limited by shares;

a company limited by guarantee; or

an unlimited company.

An entity pursuing charitable or not-for-profit objects may apply for registration as a Section 8 company, subject to compliance with Section 8 and the relevant incorporation rules.
Where registration is proposed as a company limited by guarantee, the members must approve the amount that each member undertakes to contribute if the company is wound up.
Important Conditions Under Section 366
Registration under Section 366 is subject to several statutory conditions.
Approval of Members
The proposal must be approved by the required majority of members present personally or through proxy, where proxies are permitted, at a general meeting called for this purpose. Where the existing entity does not already have limited liability and proposes to register as a limited company, approval of at least three-fourths of the members present is required.
Fixed Share Capital
An entity can register as a company limited by shares only when it has a permanent paid-up or nominal capital of a fixed amount divided into shares or stock.
Registration as a Private Company
An entity with fewer than seven members is required to register as a private company.
Consent of Secured Creditors
The entity must obtain a no-objection certificate from its secured creditors and charge holders, wherever applicable.
Guarantee Resolution
Where the proposed company is limited by guarantee, a resolution must specify the maximum amount each member undertakes to contribute towards the liabilities of the company in the event of winding up. These conditions arise from Section 366 and the supporting rules governing the registration process.
Why Should an Existing Entity Register as a Company?
Registration as a company may provide several commercial and governance advantages.
Separate Corporate Identity
After incorporation, the registered company obtains a distinct legal identity under the Companies Act, 2013.
Limited Liability
Where the entity registers as a company limited by shares or guarantee, the liability of its members is restricted in accordance with its memorandum and the Companies Act.
Better Access to Investment
A company limited by shares can issue equity, preference shares, convertible instruments and other securities subject to the Companies Act and applicable regulations.
Perpetual Succession
Changes in members, partners, trustees or management do not ordinarily affect the continued existence of the company.
Improved Governance
A company functions under a defined governance framework involving directors, shareholders or members, statutory registers, financial statements, audits and regulatory filings.
Commercial Credibility
Banks, investors, institutional clients and government authorities often prefer dealing with an incorporated company because its constitutional documents, directors and financial filings are available through a regulated corporate framework.
Preparatory Requirements Before Filing URC-1
Before initiating the application, the entity should examine the following matters:

eligibility under Section 366;

proposed company type;

proposed capital and shareholding structure;

continuity of existing members as subscribers;

proposed first directors;

availability of the proposed company name;

outstanding secured and unsecured liabilities;

pending legal proceedings;

existing charges over assets;

statutory filings with the existing registering authority;

ownership of movable and immovable property;

applicable sectoral approvals; and

tax implications of the registration.

Note: For an LLP-to-company application, the MCA specifically requires that there should be no open e-forms pending for payment or processing against the LLP. The same MCA user ID should also be used for SPICe+ Part B and URC-1.
Documents Required for MCA Form URC-1
The exact documents depend on whether the applicant is an LLP, partnership firm, society, trust or another entity. The principal attachments generally include the following.
Details of Members or Partners
A statement containing the names, addresses, occupations and other prescribed particulars of the existing members, partners or trustees must be prepared. Where the proposed company is limited by shares, details of the shares to be held by each subscriber must also be provided.
Details of Proposed First Directors
The particulars of the persons proposed to become the first directors should include their:

name;

DIN, where available;

PAN or passport details;

residential address;

consent to act as director in DIR-2; and

interest in other entities in DIR-8

Constitutional Documents
A copy of the document constituting or governing the existing entity must be attached, such as:

partnership deed;

LLP agreement;

trust deed;

memorandum and rules of a society;

bye-laws; or

another applicable founding instrument.

Registration Certificate
The registration certificate of the existing LLP, society, trust, firm or other entity should be attached wherever applicable.
Resolution Approving Registration
The members or partners must pass the necessary resolution approving:

registration under Section 366;

the proposed company name;

the proposed capital or guarantee structure;

the memorandum and articles;

the proposed first directors; and

authorisation for filing the application.

Affidavit for Dissolution of Existing Entity
An affidavit from all members or partners must confirm that the necessary documents will be filed with the authority under which the entity was previously registered for its dissolution or removal after registration as a company.
Newspaper Advertisement
Copies of the English and vernacular newspaper advertisements published in Form URC-2 must be attached.
NOC From Secured Creditors and Charge Holders
Where the entity has secured borrowings or an existing charge over its assets, a no-objection certificate from the secured creditors and charge holders must be obtained.
Statement of Accounts
Where applicable, a statement of accounts should be prepared not more than 15 days before the date of the application and certified by the auditor. The audited financial statements for the preceding financial year may also be required.
Income-Tax Return
The latest income-tax return of the applicant entity/ Company ITR should be attached where required, particularly in the case of a partnership firm.
Details of Objections
Where any objection is received in response to the newspaper advertisement, a copy of the objection and the response or resolution provided by the applicant must be attached.
The current MCA instruction kit lists the member or partner details, dissolution affidavit, constitutional document, advertisement, applicable registrar intimation, creditor NOC, guarantee resolution and other entity-specific papers as important URC-1 attachments.
Advertisement in Form URC-2
Every entity applying for registration under Part I of Chapter XXI must publish a public notice in Form URC-2.
The advertisement must be published:

in one English-language newspaper; and

in one vernacular-language newspaper circulating in the district where the existing entity is situated.

The notice informs creditors, members and other interested persons about the proposed registration and provides them an opportunity to submit objections.
The prescribed notice seeks objections within 21 clear days from the date of publication. A copy of the published notice, together with proof of service upon the existing registering authority, must be attached to Form URC-1.
The applicant should maintain documentary proof of publication, delivery and service because the Registrar may examine whether sufficient opportunity was given to affected stakeholders.
Step-by-Step Process for Filing Form URC-1
Step 1: Conduct a Legal and Financial Review
Review the constitutional documents, membership, assets, liabilities, pending litigation, statutory filings, tax registrations and existing contracts of the entity.
Any inconsistency in the name of members, capital contribution, ownership of assets or financial records should be corrected before filing.
Step 2: Decide the Proposed Company Structure
Determine whether the proposed entity will be:

a private company limited by shares;

a public company;

a company limited by guarantee;

a Section 8 company; or

an unlimited company.

The capital, subscribers, directors and objects must be structured accordingly.
Step 3: Obtain Internal Approvals
Convene the required meeting of members, partners, trustees or the governing body and pass the resolutions approving registration under Section 366.
Consent of the proposed first directors and subscribers should also be obtained.
Step 4: Obtain Creditor and Regulatory Approvals
Obtain NOCs from secured creditors and charge holders. Where the activities are regulated, approvals from the concerned regulator or government authority may also be necessary.
Step 5: Publish Form URC-2
Publish the prescribed notice in English and vernacular newspapers and serve a copy on the existing Registrar of Firms, Registrar of LLPs, Registrar of Societies, Registrar of Trusts or other relevant authority.
Step 6: Submit SPICe+ Application
Select the appropriate Part I company category in SPICe+ Part A and complete SPICe+ Part B with the proposed company’s incorporation details.
The MCA portal presently provides options including:

Part I LLP to Company;

Part I Firm to Company;

Part I Section 8 Company; and

Part I Others.

Step 7: File Form URC-1
After completing the relevant SPICe+ process, prepare URC-1 with details of:

the existing entity;

registration number;

members or partners;

proposed company;

capital structure;

secured debts;

objections received;

pending proceedings; and

required declarations.

URC-1 must be filed using the same MCA user ID used for SPICe+ Part B.
Step 8: Attach Supporting Documents and Apply DSC
Upload all mandatory attachments in the prescribed format. The form must be digitally signed by the authorised applicant and certified by the applicable practising professional where required.
Step 9: ROC Examination
Form URC-1 is processed in Non-STP mode, meaning that the Registrar examines the form and supporting documents before approval.
The Registrar may issue resubmission remarks seeking:

updated documents;

explanations regarding liabilities;

proof of membership;

corrected resolutions;

creditor NOCs;

additional regulatory approvals; or

clarification of the transfer of assets and obligations.

The form is approved only after the Registrar is satisfied that all statutory requirements have been fulfilled.
Step 10: Certificate of Incorporation
Upon approval, the Registrar issues the certificate of incorporation in Form INC-11. From the date stated in the certificate, the entity stands registered as a company under the Companies Act, 2013.
Government Fees for Form URC-1
The filing fee is governed by the Companies (Registration Offices and Fees) Rules, 2014. For a company having share capital, the normal URC-1 filing fee is based on nominal share capital:

Nominal Share Capital

Normal Filing Fee

Less than Rs.1,00,000

Rs.200

Rs.1,00,000 to Rs.4,99,999

Rs.300

Rs.5,00,000 to Rs.24,99,999

Rs.400

Rs.25,00,000 to Rs.99,99,999

Rs.500

Rs.1 crore or more

Rs.600

For a company not having share capital, the normal fee is Rs.200.
These are filing fees for URC-1. Separate fees and stamp duty may apply to SPICe+, the memorandum, articles, authorised capital and other linked incorporation forms. The MCA instruction kit does not prescribe an additional delay fee for URC-1 because it is an application-based form rather than a time-bound event filing.
Legal Effect of Registration Under Section 366
Registration under Section 366 has important consequences.
Vesting of Property
All movable and immovable property, including actionable claims, belonging to or vested in the existing entity passes to and vests in the company upon registration.
Continuation of Existing Liabilities
Registration does not extinguish existing debts, liabilities, obligations or contracts. They continue to remain enforceable against the registered company.
Continuation of Legal Proceedings
Pending suits and legal proceedings by or against the existing entity may continue after registration.
Application of the Companies Act
After registration, the provisions of the Companies Act, 2013 apply to the company, its members, contributories and creditors in the manner prescribed under Section 371.
Accordingly, registration under Section 366 generally provides statutory continuity to the undertaking rather than treating the process as a simple transfer of selected assets to an unrelated entity.
Dissolution of the Previous Entity
In the case of an LLP, Section 374 provides that upon registration as a company, the LLP is deemed to have been dissolved under the Limited Liability Partnership Act, 2008 without any further act or deed.
For a partnership firm, society or trust, the company must intimate the relevant registering authority and submit the necessary documents for dissolution or closure of the earlier entity in accordance with the applicable law and rules.
The affidavit filed with URC-1 does not by itself complete every post-registration requirement. The applicants must follow through with the concerned registrar after incorporation.
Common Reasons for Resubmission of URC-1
URC-1 applications may be sent for resubmission where:

the membership list is outdated or inconsistent;

the partnership deed or constitutional document does not support the proposed arrangement;

the resolution does not contain the required approvals;

the URC-2 advertisement is defective;

21 clear days have not been properly allowed;

proof of service on the existing registrar (Society /Trust etc.) is missing;

creditor NOCs have not been attached;

the statement of assets and liabilities does not match the financial statements;

LLP filings Form 8 /Form 11 remain pending;

proposed shareholding does not correspond with the existing ownership;

details of pending litigation are incomplete;

the objects in the memorandum are inconsistent with the existing activities; or

an approval from a sectoral regulator has not been obtained.

A complete legal and financial due-diligence exercise before filing can significantly reduce the possibility of ROC objections.
Frequently Asked Questions
Q1. Is Form URC-1 filed independently?
Ans. No. URC-1 is presently filed as a linked form with the SPICe+ incorporation application.
Q2. Can an LLP convert into a private limited company through URC-1?
Ans. Yes. An LLP having at least two partners may apply for registration as a company under Section 366, subject to completion of LLP filings and the other prescribed conditions.
Q3. Can a partnership firm file URC-1?
Ans. Yes. A registered or eligible partnership firm may register as a company, provided the partners approve the proposal and the applicable documentation is submitted.
Q4. Can a society register as a Section 8 company?
Ans. Yes. A society having charitable or not-for-profit objects may apply for registration as a company limited by guarantee under Section 8, subject to compliance with Section 8 and the Companies (Authorised to Register) Rules.
Q5. Is the newspaper advertisement mandatory?
Ans. Yes. Publication of Form URC-2 in English and vernacular newspapers is a statutory part of the registration process.
Q6. Are creditor NOCs required?
Ans. A no-objection certificate from secured creditors and charge holders is required where the entity has secured debt or an existing charge.
Q7. What happens to the existing assets after registration?
Ans. The property of the existing entity vests in the registered company by operation of Section 368, subject to the factual ownership records and any procedural updates required with land, banking or other authorities.
Q8. What happens to existing contracts?
Ans. Existing contracts and obligations are not extinguished merely because of registration. However, parties should review contracts, licences and approvals to determine whether any notice, endorsement or consent is separately required.
Q9. Is URC-1 automatically approved?
Ans. No. URC-1 is processed in Non-STP mode and is examined by the Registrar before approval.
MCA Help-Kit

Businesses are frequently started as partnership firms, Limited Liability Partnerships/LLP , societies or trusts because these structures are comparatively easier to establish and operate. As the business or organisation expands, however, it may require a more formal corporate structure to raise capital, induct investors, strengthen governance or improve commercial credibility. Section 366 of the Companies Act, 2013 permits certain existing entities to register themselves as companies. The application for such registration is made through MCA Form URC-1, which is filed as a linked form with the SPICe+ incorporation application.

Although the process is commonly described as the “conversion” of an LLP into Private Limited, partnership firm to Private Limited, society or trust into a private limited company, legally it is a registration of an existing entity under Part I of Chapter XXI of the Companies Act, 2013.

What is MCA Form URC-1?

Form URC-1 is the prescribed MCA web form for an existing partnership firm, LLP, society, trust, cooperative society or another eligible business entity to apply for registration as a company under Section 366 of the Companies Act, 2013.

The form is governed principally by:

Section 366 to Section 374 of the Companies Act, 2013;
Rule 3 of the Companies (Authorised to Register) Rules, 2014;
Rule 4 relating to publication of the advertisement in Form URC-2; and
the applicable provisions of the Companies (Incorporation) Rules, 2014.

The current MCA instruction kit specifies that URC-1 is filed as a linked form with SPICe+ and is applicable to entities having at least two members.

Entities Eligible to File Form URC-1

The following entities may apply for registration under Section 366:

Partnership firm;
Limited Liability Partnership;
Cooperative society;
Registered society including all SSC (Sector Skill Councils);
Trust, subject to the applicable conditions;
Association or other business entity constituted under another law; and
Any other eligible entity recognised under Part I of Chapter XXI.

The applicant entity must be legally constituted and should ordinarily have at least two members. Where the entity has fewer than seven members, it must register as a private company.

A sole proprietorship conversion cannot use Form URC-1 because it does not have two or more members. A proprietorship may instead be taken over by a newly incorporated company through an appropriate business-transfer arrangement and other legal process. FCS Shiriti Kumari, a Co-founder at Compliance Calendar LLP, explained the process for the conversion of proprietorship into private limited through takeover by private limited company.

Types of Companies That May Be Registered

Subject to Section 366 and the applicable incorporation requirements, an eligible entity may register as:

a company limited by shares;
a company limited by guarantee; or
an unlimited company.

An entity pursuing charitable or not-for-profit objects may apply for registration as a Section 8 company, subject to compliance with Section 8 and the relevant incorporation rules.

Where registration is proposed as a company limited by guarantee, the members must approve the amount that each member undertakes to contribute if the company is wound up.

Important Conditions Under Section 366

Registration under Section 366 is subject to several statutory conditions.

Approval of Members

The proposal must be approved by the required majority of members present personally or through proxy, where proxies are permitted, at a general meeting called for this purpose. Where the existing entity does not already have limited liability and proposes to register as a limited company, approval of at least three-fourths of the members present is required.

Fixed Share Capital

An entity can register as a company limited by shares only when it has a permanent paid-up or nominal capital of a fixed amount divided into shares or stock.

Registration as a Private Company

An entity with fewer than seven members is required to register as a private company.

Consent of Secured Creditors

The entity must obtain a no-objection certificate from its secured creditors and charge holders, wherever applicable.

Guarantee Resolution

Where the proposed company is limited by guarantee, a resolution must specify the maximum amount each member undertakes to contribute towards the liabilities of the company in the event of winding up. These conditions arise from Section 366 and the supporting rules governing the registration process.

Why Should an Existing Entity Register as a Company?

Registration as a company may provide several commercial and governance advantages.

Separate Corporate Identity

After incorporation, the registered company obtains a distinct legal identity under the Companies Act, 2013.

Limited Liability

Where the entity registers as a company limited by shares or guarantee, the liability of its members is restricted in accordance with its memorandum and the Companies Act.

Better Access to Investment

A company limited by shares can issue equity, preference shares, convertible instruments and other securities subject to the Companies Act and applicable regulations.

Perpetual Succession

Changes in members, partners, trustees or management do not ordinarily affect the continued existence of the company.

Improved Governance

A company functions under a defined governance framework involving directors, shareholders or members, statutory registers, financial statements, audits and regulatory filings.

Commercial Credibility

Banks, investors, institutional clients and government authorities often prefer dealing with an incorporated company because its constitutional documents, directors and financial filings are available through a regulated corporate framework.

Preparatory Requirements Before Filing URC-1

Before initiating the application, the entity should examine the following matters:

eligibility under Section 366;
proposed company type;
proposed capital and shareholding structure;
continuity of existing members as subscribers;
proposed first directors;
availability of the proposed company name;
outstanding secured and unsecured liabilities;
pending legal proceedings;
existing charges over assets;
statutory filings with the existing registering authority;
ownership of movable and immovable property;
applicable sectoral approvals; and
tax implications of the registration.

Documents Required for MCA Form URC-1

The exact documents depend on whether the applicant is an LLP, partnership firm, society, trust or another entity. The principal attachments generally include the following.

Details of Members or Partners

A statement containing the names, addresses, occupations and other prescribed particulars of the existing members, partners or trustees must be prepared. Where the proposed company is limited by shares, details of the shares to be held by each subscriber must also be provided.

Details of Proposed First Directors

The particulars of the persons proposed to become the first directors should include their:

name;
DIN, where available;
PAN or passport details;
residential address;
consent to act as director in DIR-2; and
interest in other entities in DIR-8

Constitutional Documents

A copy of the document constituting or governing the existing entity must be attached, such as:

partnership deed;
LLP agreement;
trust deed;
memorandum and rules of a society;
bye-laws; or
another applicable founding instrument.

Registration Certificate

The registration certificate of the existing LLP, society, trust, firm or other entity should be attached wherever applicable.

Resolution Approving Registration

The members or partners must pass the necessary resolution approving:

registration under Section 366;
the proposed company name;
the proposed capital or guarantee structure;
the memorandum and articles;
the proposed first directors; and
authorisation for filing the application.

Affidavit for Dissolution of Existing Entity

An affidavit from all members or partners must confirm that the necessary documents will be filed with the authority under which the entity was previously registered for its dissolution or removal after registration as a company.

Newspaper Advertisement

Copies of the English and vernacular newspaper advertisements published in Form URC-2 must be attached.

NOC From Secured Creditors and Charge Holders

Where the entity has secured borrowings or an existing charge over its assets, a no-objection certificate from the secured creditors and charge holders must be obtained.

Statement of Accounts

Where applicable, a statement of accounts should be prepared not more than 15 days before the date of the application and certified by the auditor. The audited financial statements for the preceding financial year may also be required.

Income-Tax Return

The latest income-tax return of the applicant entity/ Company ITR should be attached where required, particularly in the case of a partnership firm.

Details of Objections

Where any objection is received in response to the newspaper advertisement, a copy of the objection and the response or resolution provided by the applicant must be attached.

The current MCA instruction kit lists the member or partner details, dissolution affidavit, constitutional document, advertisement, applicable registrar intimation, creditor NOC, guarantee resolution and other entity-specific papers as important URC-1 attachments.

Advertisement in Form URC-2

Every entity applying for registration under Part I of Chapter XXI must publish a public notice in Form URC-2.

The advertisement must be published:

in one English-language newspaper; and
in one vernacular-language newspaper circulating in the district where the existing entity is situated.

The notice informs creditors, members and other interested persons about the proposed registration and provides them an opportunity to submit objections.

The prescribed notice seeks objections within 21 clear days from the date of publication. A copy of the published notice, together with proof of service upon the existing registering authority, must be attached to Form URC-1.

The applicant should maintain documentary proof of publication, delivery and service because the Registrar may examine whether sufficient opportunity was given to affected stakeholders.

Step-by-Step Process for Filing Form URC-1

Step 1: Conduct a Legal and Financial Review

Review the constitutional documents, membership, assets, liabilities, pending litigation, statutory filings, tax registrations and existing contracts of the entity.

Any inconsistency in the name of members, capital contribution, ownership of assets or financial records should be corrected before filing.

Step 2: Decide the Proposed Company Structure

Determine whether the proposed entity will be:

a private company limited by shares;
a public company;
a company limited by guarantee;
a Section 8 company; or
an unlimited company.

The capital, subscribers, directors and objects must be structured accordingly.

Step 3: Obtain Internal Approvals

Convene the required meeting of members, partners, trustees or the governing body and pass the resolutions approving registration under Section 366.

Consent of the proposed first directors and subscribers should also be obtained.

Step 4: Obtain Creditor and Regulatory Approvals

Obtain NOCs from secured creditors and charge holders. Where the activities are regulated, approvals from the concerned regulator or government authority may also be necessary.

Step 5: Publish Form URC-2

Publish the prescribed notice in English and vernacular newspapers and serve a copy on the existing Registrar of Firms, Registrar of LLPs, Registrar of Societies, Registrar of Trusts or other relevant authority.

Step 6: Submit SPICe+ Application

Select the appropriate Part I company category in SPICe+ Part A and complete SPICe+ Part B with the proposed company’s incorporation details.

The MCA portal presently provides options including:

Part I LLP to Company;
Part I Firm to Company;
Part I Section 8 Company; and
Part I Others.

Step 7: File Form URC-1

After completing the relevant SPICe+ process, prepare URC-1 with details of:

the existing entity;
registration number;
members or partners;
proposed company;
capital structure;
secured debts;
objections received;
pending proceedings; and
required declarations.

URC-1 must be filed using the same MCA user ID used for SPICe+ Part B.

Step 8: Attach Supporting Documents and Apply DSC

Upload all mandatory attachments in the prescribed format. The form must be digitally signed by the authorised applicant and certified by the applicable practising professional where required.

Step 9: ROC Examination

Form URC-1 is processed in Non-STP mode, meaning that the Registrar examines the form and supporting documents before approval.

The Registrar may issue resubmission remarks seeking:

updated documents;
explanations regarding liabilities;
proof of membership;
corrected resolutions;
creditor NOCs;
additional regulatory approvals; or
clarification of the transfer of assets and obligations.

The form is approved only after the Registrar is satisfied that all statutory requirements have been fulfilled.

Step 10: Certificate of Incorporation

Upon approval, the Registrar issues the certificate of incorporation in Form INC-11. From the date stated in the certificate, the entity stands registered as a company under the Companies Act, 2013.

Government Fees for Form URC-1

The filing fee is governed by the Companies (Registration Offices and Fees) Rules, 2014. For a company having share capital, the normal URC-1 filing fee is based on nominal share capital:

Nominal Share Capital	Normal Filing Fee
Less than Rs.1,00,000	Rs.200
Rs.1,00,000 to Rs.4,99,999	Rs.300
Rs.5,00,000 to Rs.24,99,999	Rs.400
Rs.25,00,000 to Rs.99,99,999	Rs.500
Rs.1 crore or more	Rs.600

For a company not having share capital, the normal fee is Rs.200.

These are filing fees for URC-1. Separate fees and stamp duty may apply to SPICe+, the memorandum, articles, authorised capital and other linked incorporation forms. The MCA instruction kit does not prescribe an additional delay fee for URC-1 because it is an application-based form rather than a time-bound event filing.

Legal Effect of Registration Under Section 366

Registration under Section 366 has important consequences.

Vesting of Property

All movable and immovable property, including actionable claims, belonging to or vested in the existing entity passes to and vests in the company upon registration.

Continuation of Existing Liabilities

Registration does not extinguish existing debts, liabilities, obligations or contracts. They continue to remain enforceable against the registered company.

Continuation of Legal Proceedings

Pending suits and legal proceedings by or against the existing entity may continue after registration.

Application of the Companies Act

After registration, the provisions of the Companies Act, 2013 apply to the company, its members, contributories and creditors in the manner prescribed under Section 371.

Accordingly, registration under Section 366 generally provides statutory continuity to the undertaking rather than treating the process as a simple transfer of selected assets to an unrelated entity.

Dissolution of the Previous Entity

In the case of an LLP, Section 374 provides that upon registration as a company, the LLP is deemed to have been dissolved under the Limited Liability Partnership Act, 2008 without any further act or deed.

For a partnership firm, society or trust, the company must intimate the relevant registering authority and submit the necessary documents for dissolution or closure of the earlier entity in accordance with the applicable law and rules.

The affidavit filed with URC-1 does not by itself complete every post-registration requirement. The applicants must follow through with the concerned registrar after incorporation.

Common Reasons for Resubmission of URC-1

URC-1 applications may be sent for resubmission where:

the membership list is outdated or inconsistent;
the partnership deed or constitutional document does not support the proposed arrangement;
the resolution does not contain the required approvals;
the URC-2 advertisement is defective;
21 clear days have not been properly allowed;
proof of service on the existing registrar (Society /Trust etc.) is missing;
creditor NOCs have not been attached;
the statement of assets and liabilities does not match the financial statements;
LLP filings Form 8 /Form 11 remain pending;
proposed shareholding does not correspond with the existing ownership;
details of pending litigation are incomplete;
the objects in the memorandum are inconsistent with the existing activities; or
an approval from a sectoral regulator has not been obtained.

A complete legal and financial due-diligence exercise before filing can significantly reduce the possibility of ROC objections.

Frequently Asked Questions

Q1. Is Form URC-1 filed independently?

Ans. No. URC-1 is presently filed as a linked form with the SPICe+ incorporation application.

Q2. Can an LLP convert into a private limited company through URC-1?

Ans. Yes. An LLP having at least two partners may apply for registration as a company under Section 366, subject to completion of LLP filings and the other prescribed conditions.

Q3. Can a partnership firm file URC-1?

Ans. Yes. A registered or eligible partnership firm may register as a company, provided the partners approve the proposal and the applicable documentation is submitted.

Q4. Can a society register as a Section 8 company?

Ans. Yes. A society having charitable or not-for-profit objects may apply for registration as a company limited by guarantee under Section 8, subject to compliance with Section 8 and the Companies (Authorised to Register) Rules.

Q5. Is the newspaper advertisement mandatory?

Ans. Yes. Publication of Form URC-2 in English and vernacular newspapers is a statutory part of the registration process.

Q6. Are creditor NOCs required?

Ans. A no-objection certificate from secured creditors and charge holders is required where the entity has secured debt or an existing charge.

Q7. What happens to the existing assets after registration?

Ans. The property of the existing entity vests in the registered company by operation of Section 368, subject to the factual ownership records and any procedural updates required with land, banking or other authorities.

Q8. What happens to existing contracts?

Ans. Existing contracts and obligations are not extinguished merely because of registration. However, parties should review contracts, licences and approvals to determine whether any notice, endorsement or consent is separately required.

Q9. Is URC-1 automatically approved?

Ans. No. URC-1 is processed in Non-STP mode and is examined by the Registrar before approval.