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REGISTRATION OF COMPANIESArun Verma

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Abbreviation Under Companies ActAOA Articles of Association

BOC Book of Accounts

BOD Board of Directors

CEO Chef Executive Officer

COO Chief Operating Officer

DIN Director Identification Number

DIR Director

FC Foreign Company

GDR Global Depository Receipt

IDR Indian Depository Receipt

INC Incorporation

KMP Key Managerial Personnel

LLP Limited Liability Partnership

MD Managing Director

MOA Memorandum of Association

OPC One Person Company

POA Power of Attorney

ROC Registrar of companies

SRN Service Request Number

URC Under Rules of Companies

WTD Whole Time Director

OPC One Person Company

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Steps to Register a new Company• Apply for the name of the company to be registered by filing

Form INC-1 for the same. After that depending upon the proposed company type file required incorporation forms listed below.

• Form INC-7 or Form INC-2 : Form INC-7 for Application for incorporation of a company (Other than OPC) or Form INC-2 for Application for Incorporation of OPC.

• Form INC-22 : Notice of situation or change of situation of registered office based on the option chosen in Form INC-7.

• Form INC-22 is to be filed within 30 days from the date of Incorporation of OPC (If the registered address is different from the address given in Form INC-22) or other than OPC (if not filed earlier).

• Form DIR-12: Particulars of appointment of directors and the key managerial personnel and the changes among them. This form is to be filed by OPC in case promoter is not the sole director or there are more than one director in an OPC.

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• In order to register Part I Company, applicant is required to file Form INC-1 for name availability. After approval of the same, applicant is required to file Form No. URC-1 along with filing e forms INC-7, INC-22 and DIR-12 or e-forms INC-7 and DIR-12 as the case may be.

• To register a section 8 company, applicant is required to file Form INC-1 for name availability. Once the name is approved/made available, there is a further requirement of obtaining a license for a Section 8 Company, for which Form RD-1 is to be filed in order to obtain a license for such company. After obtaining license number, applicant can proceed further to incorporate a company by filing e forms INC-7, INC-22 and DIR-12 or e-forms INC-7 and DIR-12 as the case may be.

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Registration of Foreign Company•Any foreign company can establish its

place of business in India by filling Form FC-1 (Documents delivered for registration by a foreign company). The eForm has to be digitally signed by authorized representative of the foreign company.

•There is no need to apply and obtain DIN for Directors of a foreign company but the DSC of the authorized representative is mandatory, which again is not required to be registered on MCA Application.

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INCORPORATION OF COMPANIESCOMPANY CATEOGORY

1.Public Limited2.Private Limited3.Section 8 company4.Registration of company under PART IX5.Producer Company

TYPES OF COMPANIES1. Company limited by shares2. Company limited by guarantee3. Company with unlimited Liability

PUBLIC LIMITED COMPANY1.Minimum seven subscribers2.Minimum paid up capital of Rs.5 lacs3.Minimum three directors

PRIVATE LIMITED COMPANY1.Minimum two Directors2.Minimum paid up capital Rs.1 lac3.Minimum two directors

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Incorporation of company Formation of a company involves following procedures –

a) Approval of name. b) Drafting of Memorandum of Association, typed on stamp paper

and signed c) Articles of Association duly typed on stamp paper and signed

(not essential in case of public limited company limited by shares, but still almost invariably submitted).

d) E-filing of documents e) Submission of required papers like Statutory declaration of

compliance, Power of Attorney f) Payment of filing Fees. g) Correcting Memorandum and Articles if required by ROC by

person holding Power of Attorney h) Filing final copy of Memorandum and Articles in pdf format, if

corrections were made. i) Collect certificate of incorporation by holder of Power of

Attorney.

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Fees payable for registration of a company

• Fees payable for registration of a company having share capital depends on nominal share capital and varies from Rs 4,000 to Rs 2,00,04,000. [Rs two crore and four thousand], as follows –

Nominal share capital (Authorised Capital)

Registration fees Rs

Not exceeding Rs One lakh 4,000 Above Rs one lakh and upto Rs five lakhs

4,000 plus Rs 300 for every Rs 10,000 or part thereof above Rs one lakh

Above Rs five lakhs and  upto Rs fifty lakhs

16,000 plus Rs 200 for every Rs 10,000 or part thereof above Rs five lakhs

Above Rs fifty lakhs and  upto Rs One crore

1,06,000 plus Rs 100 for every Rs 10,000 or part thereof above Rs fifty lakhs

Above Rs one crore and upto Rs 397.96 crore

1,56,000 plus Rs 50 for every Rs 10,000 or part thereof above Rs One crore

Rs 397.96 crore and above Rs two crore and Rs 4,000 (2,00,04,000)

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MOA REQUIREMNET1. Name Clause: Name with the word ‘Limited’ for limited

company and ‘ Private Limited’ for private limited company.

2. Registered Office Clause: State in which Registered office is situated

3. Object Clause: Objects of the Company i). Main objects ii). Incidental objects iii) Other objects4.Liability clause i). Company limited by shares or by guarantee should state

that members liability is limited. ii). Company limited by guarantee should state specifically

the members liability in case of winding up.

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MOA REQUIREMNET5. Capital clause Company having share capital , the capital

should be stated with division unless it is an unlimited company no subscriber shall take less than one share Each subscriber should write opposite to their name the no of shares subscribed.

6.Form of MOA should be in Table B, C, D and E of Schedule I (Sec.14)

Printing and signing of MOA (Sec.15)7.MOA Should be printed8.MOA Should be divided into paragraph and

consecutively numbered9.MOA Should be signed by the subscriber by

adding his name, address and occupation witnessed by at least one witness.

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AOA REQUIREMNET1.Private Company limited by shares Conditions

specified in sec. 3(i)(iii)(a),(b),(c) and (d) to be specified.

2.In case of company liability by guarantee, No of members should be mentioned.(Sec.27)

3. In case of unlimited company, the no of members and the company having share capital, the amount of share capital to be mentioned.(Sec.27)

4. Adoption of Table A (for company limited by shares) and Table C ,D and E are optional.(Sec.28)

Regulations of AOA should not be inconsistent withany provisions of the Companies Act.

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REQUIREMENT FOR REGISTRATION1.Filing of MOA, AOA, copy of agreement if any

enteredfor appointment of MD or WTD and declaration inForm1with ROC (Sec.33)

2.Filing of form32 (Before filing mandatory DIN has to be obtained

section266)3. Filing of Form 184.Filing of Power of Attorney5.Certified copy of Board resolution in case a

company is the subscriber.

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REQUIREMENT FOR REGISTRATION• The resolution should specify the name of proposed

new company, name of authorised representative, No of shares subscribed and also general power to make corrections ,modifications in the incorporation documents on company behalf.

6. In case of foreign promoter company, the Board resolution should be notarised by the foreign notary

7. In case the MOA and AOA are executed out of India, it should be notarised by the Notary of that foreign country and apostilised by the Indian consulate or duly apostilised in accordance with the “Hague convention” if that foreign country is the member country to the Hague convention,1961.

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REQUIREMENT FOR REGISTRATION8. Subscribers name, address and occupation

should be written in the presence of at least one witness. Witness should attest the signature of subscribers and add his address and occupation.

9. In case of subscriber signing in different language, affidavit should be furnished

10. The corrections in subscription clause should be done by the promoter concerned not by POA

11. Foreign promoter visited India to execute MOA and AOA, documentary proof as to visit should be established with passport, visa, resident permit etc. should be furnished.

12. No POA can represent the original subscriber

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SECTION 8 COMPANY• Company Object is for promoting commerce, art, science,

religion, charity or any other useful object and intends to apply profits in promoting its objects and prohibit payment of dividend.

• The Central Government (Authority Regional Director) may by Licence register with limited liability without addition of the word’ Limited’ or ‘Private Limited’

Procedure:• 1.Name approval• 2.Draft MOA and AOA to be approved by Regional Director• 3. Approval of Licence by Regional Director• 4. Filing of Form1,Form32 and 18 along with approved

MOA, AOA and Licence copy to be filed with Registrar.

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REGISTRATION PART IX COMPANY1. Company consisting of 7 or more members in

existence on 1-5-1882 including company registered Act No 19 of 1857 and Act No 7 of 1860

2. Joint stock company –section566 i) Company having permanent paid up or nominal share capital amount divided into shares of fixed amount

3. Company which is not a joint stock company can not be registered unless have the characteristics of a joint stock company

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REQUIREMENT FOR REGISTRATION PART IX COMPANY• The assent of majority of members in the general

meeting is required for registration.• The list of members, directors and other

particulars should be verified by the declaration of any two or more or other principal officer of the company (Form 37 and39)

• When registered with limited liability, only the word ‘Limited’ or ‘Private Limited’ should be added as last word in its original name.

In case of Joint stock company.• The following documents required to be delivered

to the Registrar.• List showing the name, address and occupations of

all persons named in the list not being more than 6 days before the date of filing were members of the company with addition of shares held by him.

• Deed of settlement, deed of partnership or other instrument regulating the company.

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REQUIREMENT FOR REGISTRATION PART IX COMPANY

•If the company intended to be registered as limited company, a statement specifying the following particulars.

i. Nominal share capital, no of sharesii. No of shares taken and amount paid on

each shareiii. Addition of the word ‘Limited’ or ‘private

Limited’ as last word.iv. In case of company limited by

guarantee, a copy of resolution declaring the amount of guarantee.

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In case of non Joint stock company.Before registration, the memorandum of Association should be executed by a minimum of 7 members having the characteristics of joint stock companies.

The following documents are to be delivered to Registrar.

1. List showing the name, address and occupations of all directors and managers named in the list not being more than 6 days before the date of filing were members of the company with addition of shares held by him.

2. Deed of settlement, deed of partnership or other instrument regulating the company.

3. In case of company limited by guarantee, a copy of resolution declaring the amount of guarantee.

Forms to be filed with RegistrarForm1Form32Form18Form37 and 39

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REGISTARTION OF PRODUCER COMPANY1. producer company with 10 or more

persons2. Main objects specified in section 581B3.Liability of members limited by shares.4.On registration, becomes a body

corporate as if a private company5. Producer company under any

circumstance become or deemed to become a public limited company.

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Producer companyMOA Requirement.1. Name of the company with word “Producer

Company Limited”2. State in which Regd. Office situated3. Main objects as per sec.581B4. Name and address of subscribers5. Share capital and its division6. Name and address of subscribers who shall act

as first directors7. Liability of members limited8. No of shares subscribed written opposite to

each subscriber, not less than one share each.9. If objects not confined to one state, the state to

whose territories the objects extend should be mentioned

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THANK YOU