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Steps to Register a new Company

Do you want to start an Indian Company?

To register a company, you need to first apply for a Director Identification Number (DIN) which can be done by filing eForm for acquiring the DIN. You would then need to acquire your Digital Certificate and register the same on the portal. Thereafter, you need to get the company name approved by the Ministry. Once the company name is approved , you can register the company by filing the incorporation form depending on the type of company 

Step 1 : Application For DIN

The concept of a Director Identification Number (DIN) has been introduced for the first time with the insertion of Sections 266A to 266G of Companies (Amendment) Act, 2006. As such, all the existing and intending Directors have to obtain DIN within the prescribed time-frame as notified.  You need to file e-Form DIN-1 in order to obtain DIN. To get more information about the same click Director Identification Number

Step 2 : Acquire/ Register DSC

The Information Technology Act, 2000 provides for use of Digital Signatures on the documents submitted in electronic form in order to ensure the security and authenticity of the documents filed electronically. This is the only secure and authentic way that a document can be submitted electronically. As such, all filings done by the companies under MCA21 e-Governance programme 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 DSC -Role check for Indian companies is to be implemented in the MCA application. Role check can be performed only after the signatories have registered their Digital signature certificates (DSC) with MCA. To know about it click Register a DSC

Step 3 : New User Registration

To file an e-Form or to avail any paid service on MCA portal, you are first required to register yourself as a user in the relevant user category, such as registered and business user. To register now click New User Registration

Step 4 : Incorporate a Company

Apply for the name of the company to be registered by filing Form1A for the same. After that depending upon the proposed company type file required incorporation forms listed below.

1. Form 1: Application or declaration for incorporation of a company.

2. Form 18: Notice of situation or change of situation of registered office.

3. Form 32: Particulars of appointment of managing director, directors, manager and secretary and the changes among them or consent of candidate to act as a managing director or director or manager or secretary of a company and/ or undertaking to take and pay for qualification shares.

Once the form has been approved by the concerned official of the Ministry, you will receive an email regarding the same and the status of the form will get changed to Approved. To know more about e-Filing process click "All About e-Filing".

Do you want to register a Part IX Company?

In order to register Part IX Company, applicant is required to file Form 1A for name availability. After approval of the same, applicant is required to file Form 37 and Form 39 along with filing e form 1, 18 and 32.

Do you want to register a Section 25 Company?

To register a section 25 company, applicant is required to file Form 1A for name availability. Once the name is approved/made available, there is a further requirement of obtaining a license for a Section 25 Company, for which Form 24 A 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 1, 18 and 32. 

Do you want to start a Foreign Company?

Any foreign company can establish its place of business in India by filling Form 44 (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

Change Company Information

Do you want to intimate changes among managing director, directors, manager and secretary of a company?

A company can intimate changes among managing director, directors, manager and secretary of a company by filing Form 32 with ROC within 30 days from date of such change takes place. 

Do you want to change Company Name?

1. In order to change company name, Form 1A is required to file for name approval.

2. After the name gets approved, applicant is required to file form 23 (necessary resolution for alteration of MOA and AOA) and form 1B to give effect to change in name.

Do you want to change Object Clause of MOA?

In case company wants to change its object clause, it can do so by filling passing necessary resolution and the same needs to be filed in Form 23.

Do you want to change registered office of the company?

In case company wants to change its registered office within local limits of the same city or place, intimation regarding the same has to be filed in Form 18. 

Similarly, if company wishes to shift or change its registered office outside local limits of city, town or village, Form 23 and Form 18 are required to be filed to ROC to give effect to such change. 

In case, company wants to shift the registered office from one state to another state, it needs to file following forms to give effect to such change. These forms are:

1) Form 23 

2) File petition with CLB and intimate ROC in Form 61 

3) Form 21 (Notice of the court or the company law board order)

4) Form 18 ( Notice of situation or change of situation of registered office)

If there is a change of registered office of the company within the state from the jurisdiction of one Registrar to the jurisdiction of another Registrar, Form 23, Form 1AD and Form 18 is required to file in this case. 

Do you want to increase authorized capital of the company?

A company can increase its authorized capital by filing Form 5. Similarly, subscribed capital and paid up capital of the company gets increased on filing and approval of Form 2 (Return of allotment of shares). 

Do you want to convert a Public company into a Private company?

A public company can convert itself in to a private company by filing Form 23 (Alteration of MOA and AOA) and approval of Form 1B (Application for approval of the Central Government for conversion of a public company into a private company) 

Do you want to convert a Private company into a Public company?

A Private company can convert itself in to a Public company by filing Form 23 for registration of such resolution passed by the company (Alteration of MOA and AOA) and filing of Form 62 (Prospectus as per Schedule II or Statement in lieu of prospectus as per Schedule IV)

Do you want to register a charge or make modification in registered charges (other than those related to debentures?

In case you want to register a charge or make modification in registered charges (other than those related to debentures),you need to file Form 8 for registration or for modification of a registered charge.

Do you want to register a charge or make modification in registered charges (related to debentures)?

In case you want to register a charge or make modification in registered charges (related to debentures), you need to file Form 10 for registration or modification of a registered charge.

Do you want to report repayment or satisfaction of registered charges?

In case you want to report repayment or satisfaction of registered charges, you need to file Form 17 (satisfaction of charge). This form is applicable for both the type of charges as per point 8 and 9 above.

Do you want to change information of a Foreign Company?

A foreign company can change its information by filing Form 49 and Form 52. 

Form 49 is required when there is -

1. Alteration in the charter, statute or memorandum and articles of association,

2. Alteration in Address of the registered or principal office

3. Alteration in directors and secretary of a foreign company.

Similarly, Form 52 is required to give notice in case of -

(A) Alteration in names and addresses of persons resident in India authorized to accept service on behalf of a foreign company 

(B) Alteration in the address of principal place of business in India of a foreign company 

(C) Annual accounts and list of places of business established in India by a foreign company 

(D) Cessation to have a place of business in India.

Compliance Related Filing

Do you want to do Annual e-filing?

Companies incorporated under the Companies Act 1956, are required to file the following Forms with the Registrar of Companies (ROC) every year: 

S. No.

Document

e-Form

1

Balance-Sheet

Form 23AC to be filed by all Companies

2

Profit & Loss Account

Form 23ACA to be filed by all Companies

3

Annual Return

Form 20B to be filed by Companies having share capital

4

Annual Return

Form 21A to be filed by companies without share capital

5

Compliance Certificate

Form 66 to be filed by Companies having paid up capital of Rs.10 lakh to Rs. 5 crore

How to do the Filing

Companies can do e-Filing in following ways:- 

The Company representative can upload the e-Forms on the MCA portal through the ‘Annual Filing Corner’ link (after registering oneself as a user of the portal) at his convenience from his office/ home. This is the most convenient way of e-Filing. 

The Company representative can prepare the e-Forms as per guidelines, get them digitally signed by the authorized signatory, copy them in a CD or a pen drive and visit the nearest “Registrar’s Front Office” (RFO). RFO staff will assist in uploading of e Forms on MCA portal. 

Other points to be remembered: 

1) Balance Sheet and Profit & Loss Accounts are to be filed as two separate documents with different e-Forms; 

2) Each e-Form along with the relevant attachment(s) should be less than 2.5 MB. 

3) The Balance Sheet, Profit & Loss Account and Annual Return are filed as attachments to the respective e-Forms. A scanned copy considerably increases the size of the document besides being more expensive. You are therefore, advised to convert the Text file/ Excel sheets by using the PDF converter software (PDF conversion facility is also available on the MCA portal for business users) and upload these attachments as PDF documents.

Do you want to do other compliance related filing?

Forms under other compliances are as under:-

1. Form 2 (Return of allotment)

2. Form 3 (Particulars of contract relating to shares allotted as fully or partly paid-up otherwise than in cash)

3. Form 4 (Statement of amount or rate percent of the commission payable in respect of shares or debentures and the number of shares or debentures for which persons have agreed for a commission to subscribe for absolutely or conditionally)

4. Form 4C (Return in respect of buy Back of Shares)

5. Form 22 (Statutory Report)

6. Form 23 (Registration of resolution(s) and agreement(s)

7. Form 23B (Information by Auditor to Registrar)

8. Form 25C(Return of appointment of managing director or whole time director or manager)

9. Form 62(Form for submission of documents with Registrar of Companies)

10. Form DD-B (Report by a public company)

11. Form 1(Statement of amounts credited to investor education and protection fund)

Approval Related Filing

Do you want to do HQ approval related filing?

1. Form 23AAA (Application to Central Government for modification in the matters to be stated in the company's balance sheet or profit and loss account)

2. Form 23AAB(Application for exemption from attaching the annual accounts of the subsidiary companies)

3. Form 23AAC(Application to Central Government for not providing depreciation)

4. Form 23C (Form of application to the Central Government for appointment of cost auditor)

5. Form 24AB(Form for filing application for giving loan, providing security or guarantee in connection with a loan)

6. Form 24B(Form of application to the Central Government for obtaining prior consent for holding of any office or place of profit in the company by certain persons)

7. Form 63 (Form for filing application for declaration as Nidhi Company)

8. Form 65 (Form for filing application or documents with Central Government)

9. Form (Form of application for approval for declaration of dividend out of reserves)

10. Form DD-C (Form of application for removal of disqualification of directors)

11. Form I (Form of application for approval of the Central Government for the appointment of sole selling agents by the company)

12. Form II (Form of application for approval of the Central Government for the appointment of sole buying agent by a company)

Do you want to do RD approval related filing?

1. Form 1AD (Application for confirmation by Regional Director for change of registered office of the company within the state from the jurisdiction of one Registrar to the jurisdiction of another Registrar). This is applicable only for the companies registered in the states of Maharashtra and Tamilnadu, as both these states have two RoC offices.

2. Form 24A (Form for filing application to Regional Director)

3. Form 64 (Form for filing application for opening branch(s) by a nidhi company)

Do you want to do ROC approval related filing?

1. Form 1B (Application for approval of the Central Government for change of name or conversion of a public company into a private company)

2. Form 61 (Form for filing an application with Registrar of Companies)

Close a Company

Do you want to close a Company?

A company can be closed by adopting the following ways:- 

(A) Strike off a company under Section 560 :

Section 560, of the Companies Act, 1956, deals with strike off provisions of a defunct company. Any defunct company desirous to strike off its name from the register of Registrar of company can apply in Form FTE for strike off its name from the register maintained by ROC as per Guidelines for ‘FAST TRACK EXIT MODE’ issued vide General Circular No. 36/2011 dated 7.6.2011. Similarly, ROC has also power to strike off any defunct company after satisfying himself of the need to strike off a defunct company and has reasonable cause. But before passing any order in this regard, an opportunity of being heard must be provided to the defunct company by following the due procedure u/s 560. 

(B) WINDING UP

Section 425, of Companies Act, 1956, deals with modes of winding up.

The winding up of a company may be either -

(a) By the Tribunal (also known as compulsory winding up).

(b) Voluntary winding up.

(c) Subject to the supervision of the Court.

Overview of Winding up

You can get a general picture from the following steps of winding up which are summarized below (except Voluntary winding up)

1. Firstly, issuing a written demand for debt payments to the target company.

2. Secondly, present a winding up petition to the court and the company

3. Thirdly, Court hearing for the petition

4. Fourthly, granting of winding up order by the court

5. Fifthly, meeting of creditors and other relevant parties

6. Sixthly, appointment of liquidator.

7. Seventhly, realization and distribution of company’s assets to the creditors

8. Eighthly, realize of duties for liquidator

9. Lastly, dissolution of the company.

For more details please visit Company Liquidators website (http://www.companyliquidator.gov.in/) 

Voluntary Winding up

Voluntary winding up which may be:

i) Member’s Voluntary winding up.

ii) Creditor’s Voluntary winding up.

In case of voluntary winding up, the entire process is done without court supervision. When the winding up is complete, relevant documents are filed before the court for obtaining the order of dissolution. A Voluntary winding up can be done by members or creditors. The circumstances in which company may be wound up voluntarily are: 

a) When the period fixed for the duration of the company in its articles has expired.

b) When an event on the happening of which the company is to be dissolved as per its articles happen.

c) The company resolves by special resolution at any general meeting to be voluntary winding up.

Do you want to convert the existing Company to LLP?

In case company wants to convert the existing company to LLP, it has to comply with the requirements of LLP Act, 2008 (File Form 18 under LLP Act, 2008). For details, please visit the link http://www.llp.gov.in/ available on MCA portal. After it gets approved, intimation regarding this can be given in Form 14 - LLP {Form for intimating to Registrar of Companies of conversion of the company into limited liability partnership (LLP)} with ROC.

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Category Corporate Law, Other Articles by - MAHESH KUMAR 



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