Section 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, i n 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 1[two 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 (6 of 1882) or under the Indian
Companies Act, 1913 (7 of 1913) or the Companies Act, 1956 (1 of 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 on e 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;

1. Subs. by Act 1 of 2018, s. 75, for “seven or more members” (w.e.f. 15-8-2018).

(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.
1[(vii) a company with less than seven members shall register as a private company.]
(3) In computing any majority required for the purposes of sub -section (1), when a poll is demanded,