Procedure of Incorporation of Company

8/7/2019 Procedure of Incorporation of Company

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Procedure ofIncorporation of

Company

Presentati

on by:Pr Saha


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Agenda

2/15/2011Incorporation of Company2

y Equity

y Promoters

y Memorandum of

Association

y Company

y Boards of Directors

y General body of theCompany

Articles of

Association

Share Certificate

Prospectus

Incorporation

Registrar of

Companies Certificate of

Incorporation of the

Company


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Introduction - FormingA

Company In India


y The Companies Act of 1956 sets down rules for

the establishment of both public and private

companies.

y The most commonly used corporate form is the

limited company,

y Unlimited companies being relatively uncommon.


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Incorporating a Company -

Approval of Name


y The first step is the approval of the name by the

Registrar of Companies (ROC) in the State/Union

Territory in which the company will maintain its

Registered Office.

y This approval is provided subject to certain

conditions: for instance, there should not be an

existing company by the same name.

y

Further, the last words in the name are requiredto be Private Ltd.

y Limited in the case of a Public Company.


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Certificate of Incorporation


y After the duly stamped Memorandum of AssociationandArticles of Association, documents and forms arefiled and

y The filing fees are paid,

y The ROC scrutinizes the documents and, ifnecessary, instructs the authorized person to makenecessary corrections.

y Thereafter, a Certificate of Incorporation is issuedby the ROC, from which date the company comes in

to existence. It takes one to two weeks from the dateof filing Memorandum of Association and Articles of

Association to receive a Certificate of Incorporation.

y Although a private company can commence businessimmediately after receiving the certificate ofincorporation, a public company cannot do so until it


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Miscellaneous Documents


y Declaration of compliance, duly stamped

y Notice of the situation of the registered office of

the company

y Particulars of Directors, Manager or SecretaryyAuthority executed on a non-judicial stamp paper,

in favour of one of the subscribers to the

Memorandum of Association or any other person

authorizing him to file the documents and papersfor registration and to make necessary

corrections, if any

y The ROCs letter (in original) indicating the

availability of the name.


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Tax Registration


y Businesses liable for income tax must obtain a

tax identification card and number [known as

Permanent Account Number(PAN)] from the

Revenue Department.

y In addition to this, businesses liable to withhold

tax must necessarily obtain a Tax Deduction

Account Number(TAN).

y

Both the PAN and theTAN must be indicated onall the returns, documents and correspondence

filed with the Revenue Department.


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Rules Applicable


y Companies (Central Governments') General

Rules and Forms,1956


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Filing Registering/Approving

Authority


y One copy has to be submitted along with a

forwarding letter addressed to the concerned

Registrar of Companies.


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Enclosures


y

Document evidencing payment of feey Memorandum and Articles of Association

y Copy of agreement if any, which the proposed company

wishes to enter into with any individual for appointment

as its managing or whole-time director or manager

y Form 18

y Form 32 (except for section 25 company)

y Form 29 (only in case of public companies)

y

Power of Attorney from subscribersy Letter from Registrar of Companies making names

available

y No objection letters from directors/promoters

y

Requisite fees either in cash or demand draft


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Forms


y Form no.1: Declaration of compliance with the

requirements of the Companies Act,1956 on

application for registration of a company

y

Form no: 18: Notice of the situation / change ofsituation of registered office

y Form no 29: Consent to act as director of a

company and/orundertaking to take and pay for

qualification shares [pursuant to section264(2)/266(I)(a) & 266(1) (b) (iii)]

y Form no 32: Particulars of appointment of

directors and manager and changes among them

[Pursuant to section 303(2)]


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Conclusion


y Registration of a company with ROC is

called Incorporation of the company

y The certificate of incorporation is the

birth of the company

yAfter incorporation, company becomes a

different and separate persons from the

members who created it


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Procedure of Incorporation of Company

Documents

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