Company registration procedure
Company Registration Procedure
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.
5. 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 favor of the Registrar of Companies, (Rules4A). A specimen power of Attorney is given in Annexure 2.5.
6.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.
7. 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.
7A. 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
8.If the shares of the proposed company are enlisted with a recognized stock exchange then give the draft of the suggested memorandum.
9. Before in the end printing the Articles and memorandum , get them vetted by the Registrar of Companies.
10. The Articles of Association and Memorandum are stamped as per the Indian Stamp Act which the Company is Registration.
11. 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.
12. Both documents will be dated.
13. 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.
14.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
(iii) though needed to be filed within 30 days of the company registration.
15. 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.
16.The Registrar will then see the documents and papers filed for company registration.
17.The Registrar will then register the company and issue the certificate of company registration.
18.The date given by the Registrar on the certificate of company registration will be the date of company registration and on that date. The company is become an separate legal entity.
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.
In case of companies limited by guarantee
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.
The provisions of section 581A, 581B, 581C, 581F, 581G and 581L inter alia should be adhered to while incorporating a producer company. The company registration offices are located in Chennai, Bangalore, Kochi, etc..,