On June 6, 2025, the Institute of Company Secretaries of India (ICSI), a statutory body under the Ministry of Corporate Affairs, submitted a formal request to the Secretary of the Ministry of Corporate Affairs, Ms. Deepti Gaur Mukerjee, seeking a modification in the format of the Certificate of Incorporation issued under Section 366 of the Companies Act, 2013. This provision, along with the Companies (Authorised to Register) Rules, 2014, governs the conversion of various entities, such as LLPs or other associations, into companies. ICSI pointed out that upon such conversion, the Certificate of Incorporation is issued in Form No. INC 11, once the Registrar is satisfied with the application. However, ICSI highlighted a critical gap in the format: the certificate currently does not reflect the previous identity of the entity before its conversion. This omission results in a loss of historical continuity and recognition of the entity’s prior existence. To address this, ICSI has requested that the Certificate of Incorporation format be amended to include the former identity of the converting entity. The objective is to ensure that the business’s historical background remains traceable even after transitioning into a company. The letter closes with ICSI’s willingness to provide any additional information or clarification as required by the Ministry.
Also Read:
ICSI Requests for introduction of Company & LLP Law Settlement Scheme
ICSI Requests MCA User Awareness Sessions for MCA-21 V3
ICSI Requests MGT-8 Form Modification to MCA
THE INSTITUTE OF
Company Secretaries of India
IN PURSUIT OF PROFESSIONAL EXCELLENCE
Statutory body under an Act of Parliament
(Under the jurisdiction of Ministry of Corporate Affairs)
CL: MCA: JUNE/2025 Dated: June 06, 2025
Ms. Deepti Gaur Mukerjee
Secretary,
Ministry of Corporate Affairs,
Government of India,
New Delhi
Respected Madam,
Subject: Request for modification in format of Certificate of Incorporation in the case of conversion of an entity into Company under section 366 of Companies Act, 2013
Greetings of the Day!!!
This is with reference to the provisions of section 366 of the Companies Act, 2013, read with the Companies (Authorised to Register) Rules, 2014, which provides the legal framework for conversion of existing entities such as Limited Liability Partnerships or other associations into the Company registered under the Companies Act, 2013.
In terms of the Companies (Authorised to Register) Rules, 2014, the Registrar after considering the application and after ensuring that the company has addressed the objections suitably decides whether the conversion should be permitted or not.
In terms of Rule 4(1) of the Companies (Authorised to Register) Rules, 2014, if the Registrar is satisfied on the basis of the documents and information submitted by the applicants that the entity should be registered, a Certificate of Incorporation to be issued in Form No. INC.11.
In this regard, we wish to state that the format of Certificate of Incorporation issued upon the conversion of an entity into a company does not reflect the identity of the entity existed prior to its conversion. As a result, the historical continuity and identity of the business operated as previous entity gets diluted or lost.
Accordingly, we hereby request your goodself to kindly permit modification in the format of Certificate of Incorporation issued upon conversion of the entity into company to also provide previous identity of entity.
We shall be happy to provide any further information or clarification that may be desired in this regard.
Thanking you
Yours faithfully
(CS Dhananjay Shukla)
President
The Institute of Company Secretaries of India
