366. Companies capable of being registered
(1) For the purposes of this Part, the word “company” includes any partnership
firm, limited liability partnership, cooperative society, society or any other business entity
formed under any other law for the time being in force which applies for registration under
this Part.
(2) With the exceptions and subject to the provisions contained in this section, any
company formed, whether before or after the commencement of this Act, in pursuance of any
Act of Parliament other than this Act or of any other law for the time being in force or being
otherwise duly constituted according to law, and consisting of seven or more members, may
at any time register under this Act as an unlimited company, or as a company limited by
shares, or as a company limited by guarantee, in such manner as may be prescribed and the
registration shall not be invalid by reason only that it has taken place with a view to the
company’s being wound up:
Provided that—
(i) a company registered under the Indian Companies Act, 1882 or under the
Indian Companies Act, 1913 or the Companies Act, 1956, shall not register in pursuance
of this section;
(ii) a company having the liability of its members limited by any Act of Parliament
other than this Act or by any other law for the time being in force, shall not register in
pursuance of this section as an unlimited company or as a company limited by
guarantee;
(iii) a company shall be registered in pursuance of this section as a company
limited by shares only if it has a permanent paid-up or nominal share capital of fixed
amount divided into shares, also of fixed amount, or held and transferable as stock, or
divided and held partly in the one way and partly in the other, and formed on the
principle of having for its members the holders of those shares or that stock, and no
other persons;
(iv) a company shall not register in pursuance of this section without the assent
of a majority of such of its members as are present in person, or where proxies are
allowed, by proxy, at a general meeting summoned for the purpose;
(v) where a company not having the liability of its members limited by any Act of
Parliament or any other law for the time being in force is about to register as a limited
company, the majority required to assent as aforesaid shall consist of not less than
three-fourths of the members present in person, or where proxies are allowed, by proxy,
at the meeting;
(vi) where a company is about to register as a company limited by guarantee, the
assent to its being so registered shall be accompanied by a resolution declaring that 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 after he ceases to be a member, for
payment of the debts and liabilities of the company or of such debts and liabilities as may
have been contracted before he ceases to be a member, and of the costs, charges and
expenses of winding up, and for the adjustment of the rights of the contributories among
themselves, such amount as may be required, not exceeding a specified amount.
(3) In computing any majority required for the purposes of sub-section (1), when a poll
is demanded, regard shall be had to the number of votes to which each member is entitled
according to the regulations of the company.