Form GNL-2: Submission of Documents with the Registrar

What GNL-2 is used for

Most company filings have their own form. GNL-2 fills the gaps by allowing documents to be submitted to the Registrar where the Act or rules require filing but no dedicated e-form is prescribed. The purpose is selected from a list in the form, and the document is attached.

MCA moved GNL-2, GNL-3 and GNL-4 to web-based forms on the V3 portal in January 2023, and the update added sections covering advertisements inviting deposits. The list below covers the main purposes offered in the form today.

• Prospectus or information memorandum
• Circular or advertisement in the form of circular inviting deposits
• Private placement offer letter and record, where not covered by another form
• Specified forms under the Companies (Court) Rules, 1959
• Other documents required to be filed with the Registrar

When GNL-2 is not the right form

Using GNL-2 when a specific form exists is a common reason for rejection. Resolutions go in MGT-14, allotments in PAS-3, auditor appointments in ADT-1 and court orders in INC-28. For private placements, the record of the offer is now captured with PAS-3, so a separate GNL-2 is usually not required for that purpose.

Applications to the Registrar for extension of the AGM or for compounding go in GNL-1, not GNL-2. GNL-3 is used to report particulars of persons charged as officers in default, and GNL-4 is an addendum for resubmitting or supplementing documents.

Fees and additional fees

The normal fee follows the nominal-capital slab under the Companies (Registration Offices and Fees) Rules, 2014, as set out in the table. Late filing attracts additional fee as a multiple of the normal fee: 2x for a delay of up to 30 days, rising through 4x, 6x and 10x to 12x beyond 180 days.

Filing and processing

GNL-2 is processed in non-STP mode, so a Registrar officer examines it after the fee is paid and the company receives an email once it is taken on record or sent back for resubmission. The form is signed by an authorised director, manager, company secretary, CEO or CFO with DSC, quoting the board resolution authorising them.

Because GNL-2 covers many purposes, the attachment matters more than the form fields. Attach a clear, complete and signed copy of the document, and include a covering letter where context helps the Registrar understand why it is being filed.

Penalties and common mistakes

Penalties depend on the provision that requires the document to be filed. Where no specific penalty is set, Section 450 applies: ₹10,000 on the company and each officer in default, plus ₹1,000 per day of continuing default, up to ₹2 lakh for the company and ₹50,000 for an officer.

Common mistakes include selecting the wrong purpose, using GNL-2 instead of a dedicated form, attaching unsigned or incomplete documents and missing the 30-day window. Refogo's partner professionals can advise on the right form and file GNL-2 for a fixed fee.

Step by step

1. 1Confirm no specific form applies

   Check that the document is not covered by MGT-14, PAS-3, INC-28 or another form.

2. 2Select the purpose

   Choose the relevant purpose in GNL-2 on the V3 portal.

3. 3Attach the document

   Upload a signed, complete copy with any covering letter.

4. 4Sign with DSC

   An authorised officer signs, quoting the board resolution.

5. 5Pay fee

   Pay within 30 days of the event to avoid additional fee.

6. 6Track processing

   Watch for the Registrar's approval or resubmission email.