Incorporation of Companies under the Companies Act, 2013 AMIT BACHHAWAT TRAINING FORUM

Transcription

1 Incorporation of Companies under the Companies Act, 2013 AMIT BACHHAWAT TRAINING FORUM

2 Preliminary Steps for the incorporation of Companies Type of Company - Public Co. -Pvt. Co. - Sec 8 Co. - Producer Co. - Govt. Co. - Nidhi Co. - IFSC Etc. Objects of the Company - objects for which the company is proposed to be incorporated and any matter considered necessary in furtherance thereof Name of the Company - To check the Rules for name availability Subscribers of the Company - 7 or more persons, where the company to be formed is to be a public company; - 2 or more persons, where the company to be formed is to be a private company; or - 1 person, where the company to be formed is to be One Person Company that is to say, a private company Directors of the Company - 3 or more for public - 2 or more for Private - 1 or more for OPC

3 Now what s the next step..? Next step involves Documentation MoA & AoA name of the company with the last word "Limited" State in which the registered office of the company is to be situated objects for which the company is proposed to be incorporated and any matter considered necessary in furtherance thereof liability of members of the company, whether limited or unlimited - in the case of a company having a share capital, i) the amount of share capital with which the company is to be registered and the division thereof into shares of a fixed amount and the number of shares which the subscribers to the memorandum agree to subscribe which shall not be less than one share; and (ii) the number of shares each subscriber to the memorandum intends to take, indicated opposite his name; - in the case of One Person Company, the name of the person who in the event of death of the subscriber shall become the member of the company. AoA - Tables Declaration from practicing CA / CS/ CMA/ Advocate all the requirements of this Act and the rules made thereunder in respect of registration and matters precedent or incidental thereto have been complied INC 8 Declaration - subscribers & Directors that he is not convicted of any offence in connection with the promotion, formation or management of any company, or that he has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years and that all the documents filed with the Registrar for registration of the company contain information that is correct and complete INC 9 Proof of identity and address of Subscriber s and First Directors particulars of name, including surname or family name, residential address, nationality and such other particulars DSC DSC of applicant/ Director/ Subscriber would be required

4 Format of declaration by professionals

5 Format of declaration by Subscriber / Director

6 Procedure for incorporation of companies TYPE OF COMPANY???

7 Name reservation RUN (Reserve Unique Name) No DSC / DIN Required Rs Fees TWO Names can be selected / applied for Mandatory to attach relevant documents and No Objection Certificates(NOCs) only when a name which requires the approval of a Sectoral Regulator or NoC etc. One resubmission allowed

8 PROPOSED NAME CIN (if company already exist) Reason for name

9 Name Reservation Any other Option? RUN Only for NAME reservation TWO Options for NAME No DSC/ DIN 20 days for NEW / 60 days for EXISTING For NEW and existing company For all type of companies SPICe For name reservation and incorporation together Only ONE Option DSC / DIN of applicant required Straight to the incorporation of companies For NEW company only For all type of companies

10 Requisites for filing thru SPICe One Name only one name can be applied DSC of Witness, subscribers MANDATORY in all cases for affixation DIN of applicant Must be proposed Director NOT MANDATORY, can be applied through SPICe e INC 33 and e INC 34 Linked FORMS with SPICe, must be signed and uploaded on the same date.

11 Requisites for filing thru SPICe Modification of e-moa & e-aoa facility provided to add/ remove clauses of e-moa & e AoA as per the nature of the proposed Co. No need of KYC, if person is having DIN Provide KYC details only if applying for DIN thru SPICe PAN and TAN To be availed from the excel utility sheet (link provided in the Form) - Based on the Registered Office Address of the proposed company REQUISITE PERMISSIONS If the name resembles with any other Co. or any statutory bodies, prior permission in the form of NOC must be attached with SPICe

12 At a glance of SPICe - MoA

13 At a glance of SPICe - AoA

14 At a glance of SPICe - AoA

15 Things to know MoA and AoA may be required manually also in certain cases Main Objects 20,000 characters Other objects 1,00,000 characters No Registration Fees for incorporating company with an Authorised Capital up to Rs. 10 lakhs Stamp Duty on MoA, AoA applicable based on local stamp law Form INC 22 to be filed only if regd. Office was not finalised at the time of incorporation Maximum size permissible is 6 MB Forms INC 32,33 and 34 are linked Forms PAN, TAN fees to be paid along with stamp duty

16 MoA and AoA Electronically or PDF??

17 Name availability

18 How to see Trademark registration.

19 Trademark search.