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Company formation
Preparing to register a company
• First apply for a Director Identification Number
  (DIN)-
   – by filing eForm for acquiring the DIN.
   – acquire your Digital Certificate and register the same
     on the portal.
• Second get the company name approved by the
  Ministry. Once the company name is approved
• Third register the company by filing the
  incorporation form
Step 1 : Application For DIN
• The concept of a Director Identification Number
  (DIN) was introduced for the first time with the
  insertion of Sections 266A to 266G of Companies
  (Amendment) Act, 2006.
• All the existing and intending Directors have to
  obtain DIN within the prescribed time-frame as
  notified.
• file eForm DIN-1 in order to obtain DIN.
Step 2 : Acquire/ Register DSC
• IT Act, 2000 provides for use of Digital Signatures on the documents
  submitted in electronic form to ensure the security and authenticity
  of the documents.
• This is the only secure and authentic way to file a document
  electronically.
• So all filings done by the companies, online, are required to be filed
  with the use of Digital Signatures by the person authorised to sign
  the documents.
• Acquire DSC -A licensed Certifying Authority (CA) issues the digital
  signature.
• Certifying Authority (CA) means a person who has been granted a
  license to issue a digital signature certificate under Section 24 of
  the Indian IT-Act 2000.
• Register Digital signature certificates (DSC) with MCA.
Step 3 : New User Registration
• To file an eForm or to avail any paid service on
  MCA portal, you are first required to register
  yourself as a user in the relevant category
•
Step 4 : Incorporate a Company

• Apply for the name of the company to be
  registered by filing Form1A.
• After obtaining the company name file
  incorporation in Form1.
Step 4 : Incorporate a Company

• After obtaining the company name file following forms
  for incorporation-
• Form 1 : Application for incorporation of a company
• Form 18 : Notice of situation of registered office
• Form 32 : Particulars of appointment of managing
  director, directors, and secretary and consent of
  candidates to act as proposed and to take and pay for
  qualification shares
• After approval you shall receive an approval email or
  as the case be
• the status of the form will get changed to Approved.
MCA 21 is the electronic gateway for
              everything
• Either download the e-form and fill it in an offline mode or
  fill the data online in MCA21 system.
• Go online and validate the e-form using Pre-scrutiny
  button.
• Then affix the relevant digital signatures and save the form.
• Upload the filled up e-form as per relevant instruction kits
  available on MCA 21
• On successful upload, the system shall generate Service
  request number. Please note it
• All documents to be filed with Form 1 need to be scanned
  and saved in PDF form in computer in advance and
  attached to the form on prompt
Payments under MCA 21
• make payment of the statutory fees, either online
  or through bank
• If paying through bank generate on line challans
  and print.
• These challans have a validity and could be paid
  in designated branches of SBI, PNB, IB, ICICI and
  HDFC by the validity date
• After payment the status of your payment and
  filing status can be tracked on the MCA21 portal
  by using the ‘Track Your Payment Status’ and
  ‘Track Your Transaction Status
Documents required to be attached
Documents to be filed with RoC every year

• Balance Sheet and Annual Return
• Following need to be filed as and when needed
  within time specified or with annual return, as
  the case be-
  –   Return of share allotment (Form-2),
  –   Change of Registered office (Form-18),
  –   Change among the Directors (Form-32),
  –   Or other changes be filed within the due date from
      the events taking place in the company as per the
      Companies Act, 1956.
REQUIREMENTS WITH RESPECT TO
          MEMORANDUM
• (a) the name of the company with "Limited" or Private
  Limited" as the last words of the name as the case be
• (b) the State in which the registered office of the company
  is to be situate ;
• (c) the main objects of the company to be pursued by the
  company on its incorporation and
   – objects incidental or ancillary to the attainment of the main
     objects ;
   – other objects of the company not included in sub-clause (i) ;
     and
• (d) in the case of companies (other than trading
  corporations), with objects not confined to one State, the
  States to whose territories the objects extend.
REQUIREMENTS WITH RESPECT TO
           MEMORANDUM
• 1- The memorandum of a company limited by shares or by
  guarantee shall state that the liability of its members is limited.
• 2- The memorandum of a company limited by guarantee shall also
  state that each member undertakes to contribute to the assets of
  the company in the event of its being wound up while he is a
  member or within one year after he ceases to be a member, for
  payment of the debts and liabilities of the company not exceeding a
  specified amount.
• 3- memorandum shall also state the amount of share capital and
  the division thereof into shares of a fixed amount
• 4- each subscriber of the memorandum shall write opposite to his
  name the number of shares he takes which must be minimum one
PRINTING AND SIGNATURE OF MEMORANDUM

• The memorandum shall-
• (a) be printed,
• (b) be divided into paragraphs numbered
  consecutively, and
• (c) be signed by each subscriber (who shall add his
  address, description and occupation, if any), in the
  presence of at least one witness who shall attest the
  signature and shall likewise add his address, description
  and occupation, if any.
ARTICLES PRESCRIBING REGULATIONS

• These are rules, regulations or by laws of the company
  for smooth internal management to achieve the
  objectives set in memorandum
• Companies act require to register the articles of
  association duly signed by the subscribers of the
  memorandum.
• The articles shall state-
   – the number of members
   – the amount of share capital
• In the case of a company limited by guarantee, the
  articles shall state the number of members and their
  contributions
Contents of AOA
• The articles shall state-
  – the number of members
  – the amount of share capital
• In the case of a company limited by
  guarantee, the articles shall state the number
  of members and their contributions
The AOA shall have detailed procedure
             related to-
• Right and liabilities of shareholders
• Transfer, Forfeiture and conversion of shares
• Change in capital
• Call of general and routine meetings, voting
  rights, proxies,
• Appointment, removal, qualifications and powers
  of directors, Manager
  Directors, Secretary, Auditors and Board of
  directors
• Procedure of Dividend
  payments, borrowings, audits and winding ups
ARTICLES PRESCRIBING REGULATIONS

• the articles shall state-
   – the number of members
   – the amount of share capital
• In the case of a company limited by
  guarantee, the articles shall state the number
  of members and their contributions
FORM AND SIGNATURE OF ARTICLES

• Articles shall-
   – (a) be printed ;
   – (b) be divided into paragraphs numbered
     consecutively ; and
   – (c) be signed by –
      • each subscriber of the memorandum of association
      • The member shall add his address, description and
        occupation
      • in the presence of at least one witness who shall attest the
        signature and shall add his address, description and
        occupation
EFFECT OF REGISTRATION of MOA and AOA

• (1) On the registration of the memorandum of a
  company, the Registrar shall certify under his hand that the
  company is incorporated and that the company is limited.
• (2) From the date of incorporation mentioned in the
  certificate of incorporation, such of the subscribers of the
  memorandum and other persons, as may from time to time
  be members of the company,-
   – shall be a body corporate by the name contained in the
     memorandum, capable forthwith of exercising all the functions
     of an incorporated company, and
   – having perpetual succession and a common seal,
   – with such liability on the part of the members to contribute to
     the assets of the company in the event of its being wound

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Company formation

  • 2. Preparing to register a company • First apply for a Director Identification Number (DIN)- – by filing eForm for acquiring the DIN. – acquire your Digital Certificate and register the same on the portal. • Second get the company name approved by the Ministry. Once the company name is approved • Third register the company by filing the incorporation form
  • 3. Step 1 : Application For DIN • The concept of a Director Identification Number (DIN) was introduced for the first time with the insertion of Sections 266A to 266G of Companies (Amendment) Act, 2006. • All the existing and intending Directors have to obtain DIN within the prescribed time-frame as notified. • file eForm DIN-1 in order to obtain DIN.
  • 4. Step 2 : Acquire/ Register DSC • IT Act, 2000 provides for use of Digital Signatures on the documents submitted in electronic form to ensure the security and authenticity of the documents. • This is the only secure and authentic way to file a document electronically. • So all filings done by the companies, online, are required to be filed with the use of Digital Signatures by the person authorised to sign the documents. • Acquire DSC -A licensed Certifying Authority (CA) issues the digital signature. • Certifying Authority (CA) means a person who has been granted a license to issue a digital signature certificate under Section 24 of the Indian IT-Act 2000. • Register Digital signature certificates (DSC) with MCA.
  • 5. Step 3 : New User Registration • To file an eForm or to avail any paid service on MCA portal, you are first required to register yourself as a user in the relevant category •
  • 6. Step 4 : Incorporate a Company • Apply for the name of the company to be registered by filing Form1A. • After obtaining the company name file incorporation in Form1.
  • 7. Step 4 : Incorporate a Company • After obtaining the company name file following forms for incorporation- • Form 1 : Application for incorporation of a company • Form 18 : Notice of situation of registered office • Form 32 : Particulars of appointment of managing director, directors, and secretary and consent of candidates to act as proposed and to take and pay for qualification shares • After approval you shall receive an approval email or as the case be • the status of the form will get changed to Approved.
  • 8. MCA 21 is the electronic gateway for everything • Either download the e-form and fill it in an offline mode or fill the data online in MCA21 system. • Go online and validate the e-form using Pre-scrutiny button. • Then affix the relevant digital signatures and save the form. • Upload the filled up e-form as per relevant instruction kits available on MCA 21 • On successful upload, the system shall generate Service request number. Please note it • All documents to be filed with Form 1 need to be scanned and saved in PDF form in computer in advance and attached to the form on prompt
  • 9. Payments under MCA 21 • make payment of the statutory fees, either online or through bank • If paying through bank generate on line challans and print. • These challans have a validity and could be paid in designated branches of SBI, PNB, IB, ICICI and HDFC by the validity date • After payment the status of your payment and filing status can be tracked on the MCA21 portal by using the ‘Track Your Payment Status’ and ‘Track Your Transaction Status
  • 10. Documents required to be attached
  • 11. Documents to be filed with RoC every year • Balance Sheet and Annual Return • Following need to be filed as and when needed within time specified or with annual return, as the case be- – Return of share allotment (Form-2), – Change of Registered office (Form-18), – Change among the Directors (Form-32), – Or other changes be filed within the due date from the events taking place in the company as per the Companies Act, 1956.
  • 12. REQUIREMENTS WITH RESPECT TO MEMORANDUM • (a) the name of the company with "Limited" or Private Limited" as the last words of the name as the case be • (b) the State in which the registered office of the company is to be situate ; • (c) the main objects of the company to be pursued by the company on its incorporation and – objects incidental or ancillary to the attainment of the main objects ; – other objects of the company not included in sub-clause (i) ; and • (d) in the case of companies (other than trading corporations), with objects not confined to one State, the States to whose territories the objects extend.
  • 13. REQUIREMENTS WITH RESPECT TO MEMORANDUM • 1- The memorandum of a company limited by shares or by guarantee shall state that the liability of its members is limited. • 2- The memorandum of a company limited by guarantee shall also state that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company not exceeding a specified amount. • 3- memorandum shall also state the amount of share capital and the division thereof into shares of a fixed amount • 4- each subscriber of the memorandum shall write opposite to his name the number of shares he takes which must be minimum one
  • 14. PRINTING AND SIGNATURE OF MEMORANDUM • The memorandum shall- • (a) be printed, • (b) be divided into paragraphs numbered consecutively, and • (c) be signed by each subscriber (who shall add his address, description and occupation, if any), in the presence of at least one witness who shall attest the signature and shall likewise add his address, description and occupation, if any.
  • 15. ARTICLES PRESCRIBING REGULATIONS • These are rules, regulations or by laws of the company for smooth internal management to achieve the objectives set in memorandum • Companies act require to register the articles of association duly signed by the subscribers of the memorandum. • The articles shall state- – the number of members – the amount of share capital • In the case of a company limited by guarantee, the articles shall state the number of members and their contributions
  • 16. Contents of AOA • The articles shall state- – the number of members – the amount of share capital • In the case of a company limited by guarantee, the articles shall state the number of members and their contributions
  • 17. The AOA shall have detailed procedure related to- • Right and liabilities of shareholders • Transfer, Forfeiture and conversion of shares • Change in capital • Call of general and routine meetings, voting rights, proxies, • Appointment, removal, qualifications and powers of directors, Manager Directors, Secretary, Auditors and Board of directors • Procedure of Dividend payments, borrowings, audits and winding ups
  • 18. ARTICLES PRESCRIBING REGULATIONS • the articles shall state- – the number of members – the amount of share capital • In the case of a company limited by guarantee, the articles shall state the number of members and their contributions
  • 19. FORM AND SIGNATURE OF ARTICLES • Articles shall- – (a) be printed ; – (b) be divided into paragraphs numbered consecutively ; and – (c) be signed by – • each subscriber of the memorandum of association • The member shall add his address, description and occupation • in the presence of at least one witness who shall attest the signature and shall add his address, description and occupation
  • 20. EFFECT OF REGISTRATION of MOA and AOA • (1) On the registration of the memorandum of a company, the Registrar shall certify under his hand that the company is incorporated and that the company is limited. • (2) From the date of incorporation mentioned in the certificate of incorporation, such of the subscribers of the memorandum and other persons, as may from time to time be members of the company,- – shall be a body corporate by the name contained in the memorandum, capable forthwith of exercising all the functions of an incorporated company, and – having perpetual succession and a common seal, – with such liability on the part of the members to contribute to the assets of the company in the event of its being wound