Related to company formation

Did u appoint First Auditor after Incorporation by filling Form 23B?

Hi,

If you can share Which form they have certify/ authenticate? and if they certfy some forms/documents then in what capacity they did so. As a practising professional or Auditors of the company. 

As per section 224(5) the First Auditor of the Company shall be appointed by the Board of directors within one month of the date of registration of the company; and the auditor(s) so appointed shall hold office until the conclusion of the first annual general meeting. 

In case if Form 23B has not filed and no board meeting has been conducted for auditors appointment then in that case the company can appoint any other CA firm as the Auditor of the Company.

Pre-incorporation Contract

In case any Pre-incorporation contracts has been entered with that CA Firm then that will be called pre incorporation contract only and not appointment.All pre incorp contract are Void in nature.Prior to its incorporation, a company doesn’t exist and bears no capacity to contract.  Therefore, nobody can contract as agent on its behalf because an act which cannot be done by the principal himself cannot be done by him through an agent.  Hence, a contract by a promoter purporting to act on behalf of a company prior it its incorporation never binds the company because at the time the contract was concluded the company was not in existence.  Therefore, it has no legal existence.  Even if the parties act on the contract it will not bind the company.  [Northumberland Avenue Hotel Co., (1886) 33 Ch.D 16 (CA)]  Thus, even if the company takes some benefit from a contract which is made before its incorporation, the contract is not binding on the company

Then no need to bother because u are not appointed any auditor till now. So, you can go to another auditor he will take care of it. 

For appointment of Auditor Form 23B is required to file with an attachment of  Authorised Board Resolution

Yes Jay, you may proceed without ant tension. As no such activity ahs been done yet like appointing of Auditor etc, you can cahnge your CA Firm and appoint the enw Chartered Accountant Firm whichever you want.

Dear All

Thanks to everyone for your guidance.

Have one more query - Once the company is formed, if I want to define the heirarchy of company and designate someone as CEO and COO of the company, do I need to do it during the first Board Meeting? Or it can be done at any point of time?

Thanks..

Regards

Jay

what is important in first board meeting is appoinment of auditor ,to take on record the first director of the company and allotment of share to subcriber apart from other placing and approving of document. you can define your heirarchy at any time you wish to .

Thanks Vidisha, I got it.