02 February 2009
Select, in order of preference, at least one suitable name upto a maximum of six names, indicative of the main objects of the company. Ensure that the name does not resemble the name of any other already registered company and also does not violate the provisions of emblems and names (Prevention of Improper Use Act, 1950) by availing the services of checking name availability on the portal. Apply to the concerned RoC to ascertain the availability of name in eForm1 A by logging in to the portal. A fee of Rs. 500/- has to be paid alongside and the digital signature of the applicant proposing the company has to be attached in the form. If proposed name is not available, the user has apply for a fresh name on the same application. After the name approval the applicant can apply for registration of the new company by filing the required forms (that is Form 1, 18 and 32) within 60 days of name approval Arrange for the drafting of the memorandum and articles of association by the solicitors, vetting of the same by RoC and printing of the same. Arrange for stamping of the memorandum and aticles with the appropriate stamp duty. Get the Memorandum and the Articles signed by at least two subscribers in his/her own hand, his/her father’s name, occupation, address and the number of shares subscribed for and witnessed by at least one person. Ensure that the Memorandum and Article is dated on a date after the date of stamping. Login to the portal and fill the following forms and attach the mandatory documents listed in the eForm Declaration of compliance - Form-1 Notice of situation of registered office of the company - Form-18. Particulars of the Director’s, Manager or Secretary - Form-32. Submit the following eForms after attaching the digital signature, pay the requisite filing and registration fees and send the physical copy of Memorandum and Article of Association to the RoC After processing of the Form is complete and Corporate Identity is generated obtain Certificate of Incorporation from RoC.
02 February 2009
A step-by-step guide to register a private limited company.
For incorporating a private limited company: 1)A minimum of two directors are required and minimum two shareholders. 2)The right to transfer shares is restricted as per the articles of association. 3)The number of shareholders is limited to fifty. 4)An invitation to the public to subscribe to any shares or debentures is prohibited. 5)No invitation or acceptance of deposits from persons other than members,directors or their relatives is allowed.
The route to registration The registration of companies as also subsequent filings can be done online. Still, there are a couple of stages where an authorized person has to make a personal appearance—for instance, during the vetting of the memorandum and articles of association and during the stamping of the documents.
Before starting the process of registering your company, the prospective directors must have director identification numbers (DIN) and digital signature certificates.
Obtain Director Identification number Time taken: One day Charge: Rs 100/- w.e.f. 1st July, 2007
Get your digital signature certificate Time taken: Four days Charge: Rs 400 to Rs 2650
Get the name of the company approved Time taken: Two to three days (within seven days) Charge: Rs 500
Memorandum and articles of association vetted and printed Time taken: within six months of name approval Charge: Nil
Get the documents stamped Time taken: One day Charge: Stamp duty varies from state to state
Get the memorandum and articles signed by at least two subscribers Time taken: One day Charge: Nil
Get the certificate of incorporation Time taken: Five to ten days Charge: Registration fee varies on the basis of the company’s authorized capital
After acquiring the two, you have to get the name of the company approved by the concerned Registrar of Companies (RoC), which is done by filling Form 1A. You can give a maximum of six names and the RoC replies within seven days as to the availability of the names. In practice, however, the name-approval process only takes two to three days.
Once the name is approved, the next step is drafting the memorandum and articles of association (MoA and AoA). The difference between the two is that the articles contain only those clauses that define the internal functioning of the company. On the other hand, the memorandum of a company defines important clauses such as authorized capital clause and the object clause. The authorized capital clause determines the extent to which the ownership base can be expanded by issuing fresh shares or other instruments in the future. The object clause defines the objectives of the company and has two sections; one for the main objectives and the second describing the other businesses that you might want to get into at a later stage.
After the MoA and AoA are prepared they are printed and sent to the concerned registrar for vetting and to mark out objections, if any. The documents are then stamped (the stamp duty varies from state to state) and finally all the documents along with some other details like particulars of appointment of managing director, directors, manager and secretary are sent to the concerned registrar.
The last step is to pay the registration fee, which varies on the basis of the company’s authorized capital, after which the company gets registered as a private limited company under the Companies Act, 1956 and gets its certificate of incorporation.
The whole process to get the certificate of incorporation for a private limited company takes roughly about 15-20 days. One thing to keep in mind is that the registration must be done at the regional office of the Registrar of Companies where the registered office is to be located.
The fees for the various applications for registration can be paid either through: - Cash - Credit card - Internet banking - Challan There are some more things that are required by a private limited company, like getting a permanent account number and a company seal, after it is registered. However, unlike a public limited company, a private company can begin its operation right after getting a certificate of incorporation and complete the rest of the formalities simultaneously.
CAclubindia
