Company registration steps for incorporation

Company registration steps for incorporation

Company registration procedure Private limited company registration under the act 1956 Public limited company registration act

Company registration steps for incorporation

 The company registration steps are required to be taken for incorporation of a company other than a producer company. The following steps are required for your company registration procedures.  Purpose for which a company can be incorporated  A company can be incorporated for a lawful functional entirely. Every purpose is lawful unless it is forbidden by law or is contrary to public policy. Subject to the purpose being lawful. There is no limit on the purposes for which a company can be formed.  A company proposed to be formed an illegal purpose. Illegal under any law of the country cannot be properly registered.  Where the purpose is not lawful or where any of the objects is illegal. The registrar may refuse to register. If registered, the certificate of registration is not conclusive for the purpose of legitimating the unlawful part of the business.

Company Registration Steps for incorporation

 Ascertain the availability of name proposed for the company from the Registrar of Companies. A choice of three to four names should be given.  Prepare memorandum of association.  Prepare articles of association.  Get the memorandum and articles of association stamped properly.  Deposit the requisite amount of registration fee as payable on the basis of authorized capital of the proposed company as well as the fee for documents filed with it.

 File the following forms with the Registrar of Companies :  (a) Memorandum of association of the company properly stamped. It is signed in the existence of witness by at least 2 persons in the case of a private limited company and by at least 7 persons in the case of a public limited company.  (b) Articles of association properly stamped and signed by at least 2 persons in the case of private limited company.

At least 7 persons in the case of a public limited company in the existence of witness.  (c) A copy of agreement (e.g. agreement for take over) if any, referred to in the articles.  (d) A statutory declaration by an authorized person (in Form No.1) to the effect that the conditions of the act. The rules made there under in respect of company registration have been compiled with in section 33(2).  (e) A power of attorney properly stamped and performed by all the subscribers allowing anyone of them or any other person to make necessary corrections on their behalf in the documents filed for registration with the Registrar of Companies and give due discharge and to receive for the certificate of registration.  (f) A copy of the letter is intimated to the Registrar of Companies for availability of the proposed name.

The following documents may also be filed if the applicants so desire :

 (a) A notice in Form No. 18 regarding situation of Registration office (section 146). This notice can be filed with the Registrar subsequently as well. When the company starts to move on business or within 30 days of the registration that is earlier.  (b) Particulars of the directors in Form No.32 in duplicate (section 303). These particulars can be filed subsequently also, within 30 days of the appointment of first directors.  (c) In the case of a public limited company  (i) Consent in Form No.29 of the persons to act as a director or to take and pay for the qualification shares of the proposed company registration.  (ii) Declaration in Form No.20 to the result that the provisions of the companies act under section 149 (2) have been compiled with. The company registration must be declared at the registrar office in Chennai. This declaration is required to file before a company can commence business.

Company registration procedure

Company Registration Name In case of private limited company In case of companies limited by guarantee

The company registration procedure is given below

 In case of public limited company :  1. Select in order of choices, as some eligible company names each of which would present as the important object of the suggested company.  2. Avoid names which are related to the names or resemble too closely of any other company already registered.  3. Follow the guidelines issued by the central government for availability or otherwise of certain names.  4. See that the name chosen does not violate the provisions of Emblems and Names (Prevention of Improper Use) Act 1950.

 Assign to the (ROC) Registrar of Companies to see which of the names selected by you is available. The Form No.1A application is mandated to consider by the companies (Central Government) General Rules. Each application is payable with a fee of Rs.500/-.  The fee can be paid in cash or by means of a postal drawn in favour of the Registrar of Companies, (Rules4A). A specimen power of Attorney is given in Annexure 2.5.  The Registrar will ordinarily inform within a period of 7 days of your application. If the name is not available, you will have to selecting a new company names to apply.  Let the Articles of Association and Memorandum appropriately drafted. (Section 13 to 15 and 26 to 30).  The articles of association require not necessarily be registered and prepared in the case of public limited company. In the case, Table ‘A’ shall apply, but in practice, they are invariably prepared and registered to suit individual requirements.  Refer Annexures 5.2 and 5.3 for model Articles of Association.  Ensure that the licensed share capital of the declared public limited company at least is or more than Rs.5 lakhs or such higher amount as may be prescribed to be the minimum paid up share capital for a public limited company.

Company Registration Name

 If the shares of the proposed company are enlisted with a recognized stock exchange then give the draft of the suggested memorandum.  Before in the end printing the Articles and memorandum , get them vetted by the Registrar of Companies.  The Articles of Association and Memorandum are stamped as per the Indian Stamp Act which the Company is Registration.  The both Articles of Association and Memorandum signed by at least 7 subscribers, each of whom will also write in his own hand his name, address, his father’s name, occupation and the number of shares subscribed for.  At least one witness to these signatures, who will write in his own hand and sign his father’s name, address and occupation. (Section 12, 15 and 30). Both of these documents are signed on behalf of the subscribers.  An illiterate subscriber should mark or give his thumb impression is described by the person writing for him.

 Both documents will be dated.  Let the following forms properly signed and filled up .  Consent of a person to act as a director in Form No.29 (Section 266).  Undertaking to take and pay for qualification shares in Form No.29. This and the person named in the Articles of Association as a director has not subscribed the Articles of Association and Memorandum for shares at least equal to his qualification shares.  Get also the following Forms duly filled up and signed :  Declaration of Compliance in Form No.1 on a non-judicial stamp paper of appropriate value.  Notice of the situation of the company registration office in Form No. 18(Section 146).  Particulars of directors, secretary or manager in Form No.32 in duplicate (Section 303).  Forms stated in sub-items  (ii) and  (iii) though needed to be filed within 30 days of the company registration.

Register the following with the Registrar with must registration and filing fees

 The signed copy and stamped of the Articles of Association and Memorandum along with another copy.  The agreement, if any, which the Company is appointment any individual for its managing or manager or whole-time director .  The Forms mentioned in items 13 and 14 above.  Any other agreement, if referred to in the Memorandum and Articles of Association, as in the case, it will form a part of the Memorandum and Articles.  Registar’s letter suggesting about the availability of name.  A letter of authority (power of Attorney) on a duly stamped paper by the subscribers in favour of one of them or any other person for creation mandatory corrections on their behalf in the papers and documents registered for company registration.  A pay order /demand draft for registration calculated in accordance with the proposed authorized capital of the company. In addition filing fee for documents annexed with the application is also be paid.

In case of private limited company  The procedure for private limited company registration is the same as that for a public limited company with the following exceptions:  There should be at least 2 subscribers in place of 7.  The Form No.29 will not be required to be changed and filed in this case.  The private limited company registration of the articles of association with the Registrar of Companies is mandatory.  The minimum authorized share capital is Rs.1 lakh or such higher amount as may be imposed to be the minimum paid-up capital for a private limited company.  The provisions of Section 3 (1) of the companies act should, however, be carefully noted while drawing up to the Memorandum and Articles of Association of a private limited company.

 The company registration procedure of a company limited by guarantee is the same as that for a public limited company or a private limited company. The case may be, as described earlier. In the memorandum of association of such a company.  However, a clause stating the amount of guarantee shall have to be added in addition to the other necessary clauses.  A guarantee company may be a company with a share capital or without a share capital.  A company formed not for profit may be formed and is usually formed as a guarantee company.  A company limited by guarantee may be either a private limited company or public limited company.  The producer in case of a producer company is the same as that of a private limited company except the following:  There should be ten or more individuals each of them should be a producer within the meaning of clause (n) of section 581-A.  Any two or more producer institutions within the meaning of clause (m) of the said section.  A combination of ten or more individuals and producer institutions.  The signed copy and stamped of the articles of association and memorandum as prepared under sections 581F and 581G.

Private limited company registration under the act 1956

 A private limited company has been defined in Section 3 (1) of the act 1956. The minimum paid-up capital of a company which has a Rs. one lakh or such higher paid-up capital as may be specified.  (a) restrictions towards transfer of its shares.  (b) the company members limits is fifty not including any other than members:  (i) persons who are in the company employee .  (ii) persons who, having been previously in the employment of the company. The company members while in that employment. They have proceed to be members after the employment is concluded.  (c) proscribes any invitation to the public to allow for any shares in or debentures of the company.  (d) proscribes any acceptance or invitation of deposits from persons other than its members, directors, or their relations.

Private limited company registration  Where two or more persons have one or more shares in a company together. They shall for the resolutions of this explanation, be handles as a single member.  In the default of these conditions. It cannot retain its character of a private limited company. It will be treated as a public limited company.  The articles of association of a private limited company must expressly contain the same limitations,restrictions and prohibitions as declared in clause (iii) of sub-section (1) of section 3 of the companies act.  Private agreement between members as to right to transfer – Where under the articles of a private limited company no transfer was possible without previous authorize of the board of directors. The supreme court held that this would require written resolution of the board of directors sanctioning the proposed transfer.  The only proper conditions on the transferability of the shares of a private limited company are those included in the (AOA) articles of the Association of the company. Any extra regulation not included in the Articles.  In a private term between two shareholders which moves further obstacles in the way of transferability is not building either on the shareholders or the company. In this case the court upheld the view that shares in a company are freely transferable in the absence of express restriction in the Articles.  The restriction must be set out expressly or must arise by necessary implication. Any ambiguous provision is explain in approval of the share holders.

 A private limited company registration with a minimum of 2 persons. It can have a maximum of 50 persons who have associated for a lawful purpose. In computing the ceiling of 50 persons, joint holders of shares are treated as a single person.  In the annual return to be filed with the Registrar of Companies in terms of section 159 of the act. Every private limited company is required to certify that the company has not provided any invitation to the public to holds for any debentures or shares of the company.  It has to certify that the surplus of the number of company members over 50 consists entirely of the persons who are not extracted as members in terms of section 3 (1) (iii) of the companies act. The company registration has placed in Chennai and Bangalore.  It has also to be certified that the company did not invite or accept deposits from persons other that its directors, members or their relatives. These certificates are required to be signed by a director and a secretary and a manager or by two directors of the company. where there is one, whom shall be the managing director.

Public limited company registration act

Company Registration Name In case of private limited company In case of companies limited by guarantee

 A public limited company has been defined in section 3 (2) (iv) to mean a company which is not a private limited company  The minimum paid-up capital of a public company which has five lakh rupees or such higher paidup capital as may be prescribed.  is a private limited company which is a subsidiary of a company which is not considered as a private limited company.  As per amendments made in clauses (iii) and (iv) of sub-section (1) by the Act of 2000. The minimum paid-up capital of a private limited company must have Rs.1 lakh for their company registration.  The minimum paid-up capital of a public limited company must have a Rs.5 lakhs. This requirement can only be compiled with by the promoters/ subscribers to the memorandum by subscribing for the shares of the requisite paid-up share capital through subscription clause of the memorandum of association of the company as its registration.

Consequence of failure to effect increase :  An existing company having less than the required minimum paid-up share capital must. However, ensure that the paid-up capital is increased at least to the level of the prescribed sum of Rs.1 lakh or Rs.5 lakhs.  As the case may be, within 2 years from the date of the registration of the companies (Amendment) Act, 2000 which is 13-12-2000.

In case of default, considered the provision has been made under sub-section (5) to the effect that such a company is consider as a defunct company under section 560. The company name shall be affect from the register of companies maintained by the Registrar.  In such an event, the Registrar is not required to comply with the procedure laid down in sub-sections(1), (2) and (3) of section 560.

It may straight away strike off the company name from the register. Publish a notice of it in the Official Gazette in terms of s.560(5).  The company or any member or any creditor may, however, approach the Court for its revival under s.560(6) by producing evidence in support of enhancement of the paid-up share capital of the company.  It appears that the provision is considered to made in sub-section (5) may not be in public interest. It may cause hardship to the creditors of the company struck off. These conditions do not assign to a section 25 company or a company not having any share capital.  Under Section 12 of the Act, a public limited company registration with 7 or more persons associated for any lawful purpose.

While a minimum number of persons is required to form a public limited company. There is no ceiling on the maximum number of its members.

Distinguishing features between a Public limited Company and a Private Company

 The major distinguishing features between a Private limited Company and Public Limited Company are as under below :  (i) A minimum of 7 persons are required to form public company. Whereas in the case of private limited company only 2 persons are required for private limited company registration.  (ii) There is no ceiling on the number of members of the public limited company. Whereas in the case of private limited company. The number of members should not exceed 50 excluding. The members who are not past of present employees of the company. The join holders are counted as one member for this purpose.  (iii) The public limited company can invite the public to subscribe to its share capital. Whereas the private limited company is prohibited from doing so.  (iv) The shares of public limited company are freely conveyable in accordance with the Articles of the company.

Whereas the transfer of shares of private limited company are subject to certain regulations

ď‚š A public limited company is subject to all the regulatory provisions of the Companies Act 1956.

Whereas a private limited company enjoys certain privileges and exemptions from some stipulation of the act. ď‚š (vi) A public limited company can accept/renew deposits from public. Whereas a private limited company cannot invite and/or assume deposits from public except from its members their directors or their relatives. ď‚š (vii) A private limited company can commence new business immediately after registration. But, a public limited company cannot do so.