Procedure for incorporation of a company
Here we discuss in this article about the procedure for incorporation of a company. The four important company registration like Private, Public, Companies limited by guarantee and producer company.
Procedure for incorporation of a company
(a) In case of a public company :
1.Set in order of liking , a few appropriate names each of which should specify in the main object of the proposed company.
2. Avoid names which resemble too closely or are similar to the names of any other company already registered.
3. See the instructions issued by the central government for availability or otherwise of certain names.
4. Follow that the name chosen does not break the provisions of Emblems and Names.
5. Assign to the (ROC) registrar of Companies to decide which name is available to selected by you. The Form No.1A application is determined in this regard by the companies (Central Government) General rules. The fee of Rs.500/- is payable with each application. The fee can be paid in cash or by means of a postal order drawn in favor of the Registrar of Companies.
6. The registrar will ordinarily inform within a period of 7 days from the acceptance of application. Your company name is applied for available in the list. If the name is not available you will have to apply again for selecting your new names for your company.
7. Get the Memorandum and Articles of Association suitably drafted.
(a) The (AoA) articles of association need not surely be registered and prepared in the case of public companies. As in that case, Table ‘A’ shall implement. But in practice, they are invariably registered and prepared to suit individual needs.
(b) Refer Annexures 5.2 and 5.3 for model Articles of Association.
7A. Ensure that the authorised share capital of the proposed public limited company at least Rs.5 lakhs or such higher amount as may be prescribed to be the minimum paid up capital for a public limited company.
8. If the shares of the proposed company are to be enlisted with a recognized Stock Exchange. Submit the draft of the proposed Memorandum and Articles of Association to the Stock Exchange well in advance for its scrutiny and provisional approval.
9. Before finally printing the Memorandum and Articles, get them vetted by the Registrar of Companies.
10. Obtain both Articles of Association and Memorandum stamped as per the Indian Stamp Act or the relevant State Act.The notifications there under in force in which the Company is being incorporated.
11.Obtain the Articles of Association and Memorandum signed by at least 7 subscribers. Each of them will be write on his own hand his name,occupation, his fathers name and address. One witness will sign and write in his own hand for his fathers name and address.
12. Both the documents will then be dated.
13. Get the following forms duly filled up and signed.
(i) Consent of a person to act as a director in Form No.29
(ii) Undertaking to pay and take for qualification shares in Form No.29. This will be required only where share qualification for directorship is required. The person named in the Articles of Association as a director has not subscribed the Memorandum and Articles of Association for shares at least equal to his qualification shares.
14. Get also the following Forms signed and duly filled up .
(i) Declaration of Compliance in Form No.1 on a non-judicial stamp paper of appropriate cost.
(ii) The place of the registered office of the company in Form No. 18
(iii) Particulars of directors, manager or secretary in Form No.32.
15. File the following with the Registrar with essential registration and filing fees.
(i) The signed and stamped copy of the Memorandum and Articles of Association also with another copy.
(ii) The agreement, if any, which the Company suggests to enter into with any individual for appointment as its whole-time director or managing or manager.
(iii) The forms mentioned in items 13 and above.
(iv) Any other term, if referred to in the Articles of Association and Memorandum. It will form a relation of the Memorandum and Articles.
(v) Registrar’s letter informing about the availability of name.
(vi) 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 making essential corrections on their behalf in the papers and documents filed for registration.
(vii) A pay order/demand draft for registration calculated in accordance with the proposed authorised capital of the company. In addition filing fee for documents annexed with the application is also be paid.
16. The Registrar will then explore the documents and papers filed for registration and, if required on statement. The authorized person will make certain correction in them under his initials.
17. The registrar will issue the Certificate of Incorporation for their new company.
18. The Registrar is given by the date on the Certificate of Incorporation. It will be the company registration date. The company will become as a separate legal entity.
(b) In case of a private limited company :
The procedure for incorporation of a private limited company is the same as that for a public limited company with the following exceptions.
(i) There should be atleast 2 subscribers in place of 7.
(ii) The form no.29 will not be required to be prepared and filed in this case.
(iii) Registration of the Articles of Association with the Registrar of Companies is compulsory.
(iv) The minimum authorised share capital is Rs. 1 lakh or such higher paid amount as may be prescribed to be the minimum paid-up capital for a private limited company.
(c) In case of companies limited by guarantee :
1.The procedure for incorporation of a Company Limited by Guarantee is the same as that for a public limited company or a private limited company. In the Memorandum of Association of such a company, however a clause stating the Memorandum of Association of such a company. However a clause setting the amount of guarantee shall have to be added in addition to the other necessary clauses.
2.A guarantee company may be a company with a share capital or without a share capital.
3. A company formed not for profit may be formed. It is usually formed as a guarantee company.
4. A company limited by guarantee may be either a private company or a public company.
(d) In case of a producer company :
The procedure in case of a producer company is the same as that of a private limited company except the following :
(i) there should be ten or more individuals each of them should be a producer within the meaning of clause (n) of section 581-A.
(ii) any two or more producer institutions within the meaning of clause(m) of the said section.
(iii) a combination of ten or more individuals and producer institutions.
(iv) the signed and stamped copy of the articles of association and memorandum as prepared under sections 581F and 581G.
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