eForm GNL-1- Form for filing an application with the Registrar of Companies
Part I – Law(s) Governing the eForm GNL-1
Section and Rule Number(s) eForm GNL-1 is required to be filed pursuant to rule 12(2) of Registrar of Companies (Registration Offices and Fees) Rules, 2014 the Companies Act, 2013 which are reproduced for your reference.
Rule 12:
(1) The documents required to be submitted, filed, registered or recorded or any fact or information required or authorized to be registered under the Act shall be submitted, filed, registered or recorded on payment of the fee or on payment of such additional fee as applicable, as mentioned in Table annexed to these rules.
(2) For the purpose of filing the documents or applications for which no e-form is prescribed under the various rules prescribed under the Act, the document or application shall be filed through Form No. GNL.1 or GNL.2 along with fee as applicable and in case a single form is prescribed for multiple purposes, the fee shall be paid for each of the purposes contained in the single form.
(3) For the purpose of filing information to sub-clause (60) of section 2 of the Act, such information shall be filed in Form No.GNL.3 along with fee as applicable
Purpose of the eForm GNL-1
User can file application seeking approval from Registrar of Companies by filing application in eForm GNL-1 for following purposes under Companies Act, 2013.
- Compounding of offences
- Extension of AGM up to 3 months
- Scheme of arrangement, amalgamation
- Others
Part II – Instructions to fill the eForm GNL-1
Specific Instructions to fill the eForm GNL-1 at Field Level
Instructions to fill the eForm are tabulated below at field level. Only important fields that require detailed instructions to be filled in eForm are explained. Self-explanatory fields are not discussed.
| S. No/Section Name | Field Name | Instructions | |
| Note: If it is required to file eForm MGT-14 in relation to the resolution passed for filing this application; ensure that filing of eForm MGT-14 precedes filing of this eForm. | |||
| 1 | Category of applicant | Select the category of the applicant out of company, foreign company u/s 379 and others.Category as ‘Foreign company’ and ‘Others’ can be selected only in case application is being filed for ‘Compounding of offences’ or ‘Other’ purposes. | |
| 3 | (a) | Corporate Identity number(CIN) or foregin company registration number(FCRN) of the company or RUN reference number ( Service request number(SRN) of RUN) | In case of an Indian company, enter the ‘Corporate Identity Number’ (CIN)/SRN of RUN in case incorporation form has not been approved.In case of a Foreign company, enter the ‘Foreign Company Registration Number (FCRN)’.You may find CIN/FCRN under ‘Find CIN’ service available on the MCA portal.In case category is ‘Others’, and category selected as ‘Director ‘or ‘Manager or secretary or CEO or CFO’ in case purpose selected is ‘compounding of offence’; then CIN shall be mandatory |
| 4 | (a) to (c) | Pre-fill Button | Click the Pre-fill button. On clicking the button, system shall automatically display the name and registered office address of the company (in case of an Indian company) or name and address of principal place of business in India(in case of a foreign company) and email ID of the company.In case of RUN SRN, approved name shall be displayed. |
| 5 | (a) to (h) | Details of applicant (in case category is others) | In case category of the applicant is ‘Others’, enter the name, address and e-mail ID of applicant. |
| 6 | Application filed for | In case category is ‘Others’ OR ‘Foreign company u/s 379 ’ then only ‘Compounding of offences’ and ‘Others’ can be selected.In case RUN SRN is entered, only ‘Others’ purpose can be selected | |
| 7 | If others, then specify | Specify the reason of filing the application. | |
| 8 | Details of application | Enter the details of application.In case of application for compounding of offences, also mention the facts of the case mentioning nature of offence and period of default. | |
| 9 | (a),(b) & (c) | In case of application the for compounding of offences, provide following details | This is applicable for compounding of offences.The application can be filed for Company, Director or Manager/Secretary or CEO/CFO or Others. Enter number of person(s) and their details excluding
Company. Details of only 8 persons can be entered in the eForm. If number of persons is greater than 8, then additional details can be provided in optional attachment. Select the category. In case the category is Director, enter an approved DIN. In case category is Manager/ Secretary/ CEO/CFO, enter Income-tax PAN.In case category is Others, enter either income-tax PAN or passport number. In case of passport number, prefix the number with zero(s) (0) to make it a 12 digit number. Example: 0000E1234567. |
| (f) | Section for which the application is being filed | Enter the details of section violated. Also provide details of the section under which default is punishable along with the details of applicable penalty. | |
| (g) | Brief particulars as to how the default has been made good | Enter the details as to how the default has been made good indicating the date on which the default has been made good, wherever applicable. | |
| 10 | In case of application is made for extension of period of an AGM, mention financial year
end date in respect of which the application is being filed |
In case of application is made for extension of AGM, mention financial year end date in respect of which the application is being filed. Ensure that you enter the correct date as the extension by the concerned office shall be based on this date. | |
| 12 | Total amount of stamp duty paid or stamp paper | Mandatory in case of ‘Compounding of offence’ and the value entered should be greater than zero. | |
| To be digitally signed by | Verification | In case of Indian Company, select the first check box and enter the serial number and date of board resolution authorizing the signatory to sign and submit the application. In case of foreign company, select the second check box. | |
| DSC | In case category of applicant is Company, the eForm should be digitally signed by director or manager or secretary or CEO or CFO of the Indian company duly authorized by the board of directors. ORIn case category of applicant is Foreign Company u/s 379, the eForm should be digitally signed by the authorized
representative. ORIn case category of applicant is Others’, any of the value can be selected. In case category of applicant is Others, if the application is filed for compounding of offense by an individual who does not have a digital signature, the eForm can be digitally signed by a chartered accountant or cost accountant or company secretary (in whole-time practice). |
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| DIN or Income-tax PAN or Membership number | In case the person digitally signing the eForm is a DirectorEnter the approved DIN.In case the person digitally signing the eForm is Manager,
Chief Executive Officer (CEO) or Chief Financial Officer(CFO), Authorized representative or Others – Enter valid income-tax PAN.In case the person digitally signing the eForm is Company Secretary – Enter valid membership number in case of other than Section 8 company. In case of Section 8 company and if designation selected as ‘company secretary’, either membership number/ PAN shall be entered |
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| Attachments |
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In case of compounding of offence, the detailed application should contain the following details:
In case of extension of annual general meeting, the detailed application should contain the following details:
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| Buttons | Particulars |
| Attach | Click this document to browse and select a document that needs to be attached to the eForm. All the attachments should be scanned in pdf format. You have to click the attach button corresponding to the document you are making an attachment.In case you wish to attach any other document, please click the optional attach button. |
| Remove Attachment | You can view the attachments added to the eForm in the List of attachment field.To remove any attachment from the eForm, select the attachment in the List of attachment field and click the Remove attachment button. |
| Check Form | 1. Click the Check Form button after, filling the eForm. System performs form level validation like checking if all mandatory fields are filled. System displays the errors and provides you an opportunity to correct errors.0. Correct the highlighted errors.2. Click the Check Form button again and. system will perform form level validation once again. On successful validations, a message is displayed “Form level pre scrutiny is successful”.Note: The Check Form functionality does not require Internet connectivity. |
| Modify | The Modify button is enabled, after you have checked the eForm using the Check Form button.To make changes to the filled and checked form:1. Click the Modify button.2. Make the changes to the filled eForm.3. Click the Check Form button to check the eForm again. |
| Pre scrutiny | 1. After checking the eForm, click the Prescrutiny button. System performs some checks and displays errors, if any.0. Correct the errors.2. Click the Prescrutiny button again. If there are no errors, a message is displayed “No errors found.”The Prescrutiny functionality requires Internet Connectivity. |
| Submit | This button is disabled at present. |
| Pre-Fill | The Pre-fill button can appear more than once in an eForm. The button appears next to a field that can be automatically filled using the MCA database.Click this button to populate the field. Note: You are required to be connected to the Internet to use the Pre-fill functionality. |
Part III – Important Points for Successful Submission of eForm GNL-1
Fee Rules
| Purpose of the form | Normal Fee | Additional Fee (Delay Fee) | Logic for Additional Fees | ||
| Event Date | Time limit(days) for filing | ||||
| 1. | Appointment/ Cessation/ Change in designation of directors and the key managerial personnel | The Companies (Registration Offices and Fees) Rules, 2014Annexure A | #N/A | #N/A | |
Fees payable is subject to changes in pursuance of the Act or any rule or regulation made or notification issued thereunder.
Processing Type
The eForm will be processed by the office of Registrar of Companies (Non STP).
SRN Generation
On successful submission of the eForm GNL-1, SRN will be generated and shown to the user which will be used for future correspondence with MCA.
Challan Generation
On successful submission of the eForm GNL-1, Challan will be generated depicting the details of the fees paid by the user to the Ministry. It is the acknowledgement to the user that the eForm has been filed.
When an eForm is processed by the authority concerned, an acknowledgement of the same is sent to the user in the form of an email to the email id of the company.
Annexure A
1. In case purpose of form is
‘Amalgamation- others’
No fee
Fee applicable in case purpose of form is:
2. ‘Amalgamation- Govt. Company’; or
3. ‘Others’
| Application made | Other than OPC & Small company | OPC & Small company | |
| (i) | By a company having an authorized share | ||
| capital of: | 2,000 | 1,000 | |
| a) Up to Rupees 25,00,000b) Above Rupees 25,00,000 but up to Rupees | 5,000 | 2,500 | |
| 50,00,000c) Above Rupees 50,00,000 but up to Rupees | 10,000 | N/A | |
| 5,00,00,000d) Above Rupees 5,00,00,000 but up to | 15,000 | N/A | |
| Rupees 10 crore or moree) Above Rupees 10 crore | 20,000 | N/A | |
| (ii) | By a company limited by guarantee but not having a share capital | 2,000 | N/A |
| (iii) | By a company having a valid license issued under section 8 of the Act (Section 8 Company) | 2,000 | N/A |
| (iv) | N/A | ||
| By a foreign company | 5000 |
Fee applicable in case purpose of form is:
4. ‘Compounding of offences; or
5. ‘Extension of period of AGM’; or
In case of Company having share capital
| Nominal Share Capital | Fee applicable |
| Less than 1,00,000 | Rupees 200 |
| 1,00,000 to 4,99,999 | Rupees 300 |
| 5,00,000 to 24,99,999 | Rupees 400 |
| 25,00,000 to 99,99,999 | Rupees 500 |
| 1,00,00,000 or more | Rupees 600 |
In case of Company having share capital
Fee applicable
Rupees 200 per document
