Form URC-1: Complete Guide to Registration of Existing Business Entity as a Company under Section 366
What is Form URC-1?
Form URC-1 is the web form used to file an application for registration of an existing business entity as a company under Section 366 of the Companies Act, 2013, read with Rule 3(2) of the Companies (Authorised to Register) Rules, 2014.
It is filed as a linked form with the SPICe+ application and is applicable when a non-corporate entity seeks to convert itself into a company registered under the Companies Act, 2013.
Who Can File URC-1?
The following types of entities consisting of two or more members can convert themselves into a company by filing URC-1:
- Partnership Firm
- Limited Liability Partnership (LLP)
- Cooperative Society
- Society
- Any other business entity formed under any law for the time being in force
Important Checkpoints Before Filing
- Register on the MCA portal before filing
- All signatories must have an approved DIN or valid PAN or valid Membership number
- SPICe+ Part B must be submitted before filing URC-1
- The same FO User ID must be used for filing both URC-1 and SPICe+ Part B
- In SPICe+ Part A, the ‘Type of Company’ must be one of: Part I Section 8 Company / Part I LLP to Company / Part I Firm to Company / Part I Others
- DSC must be registered on MCA portal against the correct DIN/PAN/Membership number
- The DIN/PAN of the signing director must match with the director’s details in Section 7A/7B/7C/7D of SPICe+ Part B
Additional Checkpoints for LLP-to-Company Conversion:
- The DPIN used in the signatory field must be associated with the LLPIN entered
- No open eForm work items or eForms should be pending for payment or processing for the LLP
- No updation requests (master data, charge, etc.) should be pending approval for the LLP
- At least one form — Form 8 or Form 11 — must have been filed by the LLP
- Total number of first subscribers (having and not having DIN) in SPICe+ Part B must equal the total number of designated partners and partners in the LLP
- DIN of the signing director must not be flagged for disqualification
Step-by-Step Filing Process
Initial Submission
- Access MCA homepage and login
- Go to Application History in the user dashboard
- Access the SPICe+ application with status ‘Draft’ or ‘SPICe+ Part A Approved’
- Open Form No. URC-1
- Fill up the application
- Optionally save as draft
- Submit the webform
- Affix the DSC on the generated PDF
- Upload the DSC-affixed PDF on MCA portal
- File along with SPICe+ Part B
Resubmission
- Login to MCA portal
- Go to Application History
- Access SPICe+ application with status ‘Resubmission Required’
- Update the URC-1 form
- Submit, affix DSC, and upload DSC-affixed PDF within 15 days of the BO marking resubmission
If the DSC-affixed PDF is not uploaded within 24 hours of the SRN update, daily SMS and email reminders are sent for 15 days or until submission, whichever is earlier.
Field-Level Instructions
Field 2(b): LLPIN / Registration Number
- For LLP-to-Company conversion: pre-filled from SPICe+ Part A
- For all other cases: manually entered
- Must be a valid LLPIN with ‘Active’ status
Fields 2(c), 2(d), 2(e): Entity Name, Address, Email
- Pre-filled from LLPIN if LLPIN is provided
- Otherwise entered manually
Field 4(a): Date of Instrument Constituting the Entity
- For LLP-to-Company: pre-filled based on LLP incorporation date
- For others: manually entered
- Date must not be later than the current date
Field 5(a): Date of Resolution for Guarantee Amount
- Mandatory only if company category is ‘Limited by Guarantee’
- Date must not be later than the current date
Field 6: Date of General Meeting Resolution
- Must not be later than the current date
Field 11(a): Date of Advertisement Publication
- Date of filing URC-1 must not be before 15 days have elapsed from this date
- Must not be later than the current date
Mandatory and Optional Attachments
All attachments must be in PDF or JPG format, with a maximum size of 2 MB per attachment.
| Attachment | Mandatory? |
|---|---|
| Particulars of members/partners with share details | Mandatory |
| Affidavit from all members/partners for dissolution | Mandatory |
| Copy of instrument constituting/regulating the entity | Mandatory |
| Copy of certificate of registration of the entity | Mandatory for Section 8 / LLP-to-Company |
| Copy of newspaper advertisement | Mandatory |
| Resolution of unregistered companies (Chapter XXI Part I) | Mandatory |
| Intimation from Registrar of Firms / ROC (LLP) | Mandatory for LLP-to-Company / Firm-to-Company |
| NOC from secured creditors (if applicable) | Mandatory if entity has secured debt outstanding |
| Statement of accounts (certified by auditor, not older than 15 days) | Optional |
| Copy of resolution declaring guarantee amount | Mandatory if company is ‘Limited by Guarantee’ |
| Copy of latest Income Tax Return of the firm | Mandatory |
| Copy of objections received (with resolution details) | Mandatory if objections have been received |
| Optional attachments (up to 5) | Optional |
Signing and Certification Requirements
Declaration — To Be Signed by Director
- Designation: pre-filled as ‘Director’
- DIN/DPIN or PAN must match one of the directors in SPICe+ Part B
- PAN entered must be associated with an approved DIN
Certificate by Practising Professional
URC-1 must be certified by a Chartered Accountant (whole-time practice), Cost Accountant (whole-time practice), or Company Secretary (whole-time practice) by digitally signing the webform.
| Professional | Identifier Required |
|---|---|
| Chartered Accountant (WTP) | Membership Number |
| Cost Accountant (WTP) | Membership Number |
| Company Secretary (WTP) | Certificate of Practice Number |
The membership/COP number must correspond to the correct Associate or Fellow category selected.
Fee Structure
No delay fee applies. Filing fee is based on the nominal share capital (or flat fee for companies without share capital).
Companies with Share Capital
| 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
| Category | Fee (INR) |
|---|---|
| All companies without share capital | ₹200 |
Fee is subject to change as per amendments to the Companies (Registration Offices and Fees) Rules, 2014.
Processing Mode
URC-1 is processed in Non-STP mode — reviewed manually by the Registrar of Companies.
Useful Links
Frequently Asked Questions (FAQs)
Q1. Can a sole proprietorship convert to a company using URC-1? No. URC-1 applies only to entities with two or more members — partnership firms, LLPs, societies, trusts, and similar entities. A sole proprietorship is a single-person entity and is not eligible.
Q2. Is a newspaper advertisement mandatory before filing URC-1? Yes. An advertisement must be published in an English language newspaper as per Rule 4 of the Companies (Authorised to Register) Rules, 2014. URC-1 cannot be filed until at least 15 days have elapsed from the date of publication.
Q3. Can the LLP file URC-1 if its annual filings are pending? No. For LLP-to-Company conversion, no open eForms should be pending for payment or processing in respect of the LLP. At least one Form 8 or Form 11 must have been filed.
Q4. Who certifies URC-1? A practising CA, Cost Accountant, or Company Secretary must digitally certify the form.
Q5. What happens if secured creditors have objected? If objections are received (Field 11c = ‘Yes’), copies of all objections and their resolutions must be attached. Also, an NOC from secured creditors is mandatory if the entity has outstanding secured debt.
Summary
Form URC-1 is the gateway for non-corporate entities — LLPs, partnership firms, societies — to convert into a company under Section 366 of the Companies Act, 2013. It is filed as a linked form to SPICe+ Part B, requires DSC-affixed PDF submission, and must be certified by a practising professional. Company Secretaries must ensure all pre-conversion conditions — especially those specific to LLP-to-Company conversions — are meticulously verified before filing.
Disclaimer
This article is based on the official Instruction Kit 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 helpkit and resources available on MCA website