Form GNL-1: Complete Guide to Filing an Application with the Registrar of Companies
Webform GNL-1 is a general-purpose application filed with the Registrar of Companies (RoC) seeking approval for a range of matters. It is governed by Sections 96(1), 232 and 441 of the Companies Act, 2013 and Sections 394 and 621A of the Companies Act, 1956, read with Rule 12(2) of the Companies (Registration Offices and Fees) Rules, 2014.
Who Should File GNL-1 / When is it Filed
GNL-1 is used to seek RoC approval for:
- Compounding of offences
- Extension of the period for holding an annual general meeting (AGM) by up to three months
- Scheme of arrangement or amalgamation
- Other purposes not covered under a dedicated webform
Important Checkpoints Before Filing
- Applicant must be registered on the MCA portal before filing
- The company/foreign company must be registered with MCA and hold a valid, approved CIN/FCRN (not applicable where the applicant category selected is ‘Others’)
- The DSC attached must be registered on the MCA portal against the DIN/DPIN/PAN/Membership number provided
- The signing authority must hold a valid, non-expired, non-revoked DSC and an approved DIN/DPIN or valid PAN/Membership number
- A valid, approved SRN of Form MGT-14 must be available, and the purpose of the resolution in MGT-14 must match the purpose selected in GNL-1
- For resubmission: application must be in Application History and T+15 days (T = date marked ‘Resubmission Required’) must not have elapsed; the RoC office selected cannot be changed on resubmission
- If field space is insufficient, additional details may be furnished as an optional attachment
Step-by-Step Filing Process
- Login to MCA portal → MCA Services → Company e-Filing → Approval Services (ROC/RD/HQ)
- Access “Form for filing an application with Registrar of Companies (GNL-1)”
- Enter/search/select CIN/FCRN, if applicable
- Fill up the application, selecting the specific purpose
- Optionally save as draft
- Submit the webform and note the SRN
- Affix DSC
- Upload the DSC-affixed PDF on MCA portal within 15 days of SRN generation
- Pay Fees within 7 days of successful upload (or due date + 2 days, whichever is earlier — otherwise the SRN is cancelled)
- Receive acknowledgement
Signing Requirements
- Digitally signed by an authorised signatory with an approved DIN/DPIN or valid PAN/Membership number
Fee Structure
Fee is not applicable where the purpose selected is ‘Amalgamation – Others’.
Fee applicable for ‘Amalgamation – Government Company’, ‘Normalizing a dormant company’, or ‘Others’
| Nominal Share Capital (INR) | Other than OPC & Small Company (INR) | OPC & Small Company (INR) |
|---|---|---|
| Up to 25,00,000 | 2,000 | 1,000 |
| Above 25,00,000 up to 50,00,000 | 5,000 | 2,500 |
| Above 50,00,000 up to 5,00,00,000 | 10,000 | 10,000 |
| Above 5,00,00,000 up to 10 crore | 15,000 | 15,000 |
| Above 10 crore | 20,000 | 20,000 |
| Applicant Type | Fee (INR) |
|---|---|
| Company limited by guarantee without share capital | 2,000 |
| Section 8 company (valid license) | 2,000 |
| Foreign company | 5,000 |
Fee applicable for ‘Compounding of Offences’ or ‘Extension of AGM Period’
| Nominal Share Capital (INR) | Fee (INR) |
|---|---|
| Less than 1,00,000 | 200 |
| 1,00,000 to 4,99,999 | 300 |
| 5,00,000 to 24,99,999 | 400 |
| 25,00,000 to 99,99,999 | 500 |
| 1,00,00,000 or more | 600 |
Companies without share capital: ₹200
Processing Mode
Webform GNL-1 is processed in Non-STP mode — every filing is reviewed manually by the RoC.
Useful Links
Frequently Asked Questions (FAQs)
Q1. What purposes can GNL-1 be used for? Compounding of offences, extension of the AGM period by up to three months, schemes of arrangement/amalgamation, and other RoC applications.
Q2. Does GNL-1 always have a filing fee? No — fee is not applicable where the purpose is ‘Amalgamation – Others’; a fee schedule applies for the other listed purposes.
Q3. Is GNL-1 processed automatically? No, it is always processed in Non-STP mode with manual review by the RoC.
Q4. Is an MGT-14 SRN required for GNL-1? Yes, a valid, approved SRN whose resolution purpose matches the purpose selected in GNL-1.
Q5. Can the RoC office be changed if GNL-1 is marked for resubmission? No — on resubmission, the office of RoC to which the application was originally made cannot be changed.
Disclaimer
This article is based on the official Instruction Kit for webform GNL-1 published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.
In case of any inconsistency or doubt, readers are advised to refer to the official MCA access page for GNL-1 and resources available on the MCA website.