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.