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TOPIC COMPANY REGISTRATION

TOPIC COMPANY REGISTRATION. BY CS.A.SEHAR PONRAJ DEPTUTY REGISTRAR OF COMPANIES. INCORPORATION OF COMPANIES. Company Categories 1.Public Limited 2.Private Limited 3.Section 25 company 4.Registration of company under PART IX 5.Producer Company Types of companies

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TOPIC COMPANY REGISTRATION

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  1. TOPIC COMPANY REGISTRATION • BY • CS.A.SEHAR PONRAJ • DEPTUTY REGISTRAR OF COMPANIES

  2. INCORPORATION OF COMPANIES • Company Categories • 1.Public Limited • 2.Private Limited • 3.Section 25 company • 4.Registration of company under PART IX • 5.Producer Company • Types of companies • 1. Company limited by shares • 2. Company limited by guarantee • 3. Company with unlimited Liability

  3. PUBLIC LIMITED COMPANY • 1.Minimum seven subscribers • 2.Minimum paid up capital of Rs.5 lacs • 3.Minimum three directors • PRIVATE LIMITED COMPANY • 1.Minimum two Directors • 2.Minimum paid up capital Rs.1 lac • 3.Minimum two directors

  4. Mode of forming incorporated company(Sec.12) • 1.Seven or more persons for a limited company • 2.Two or more persons for private company • 3.Association for lawful purpose • 4.Subscribing their name to the MOA • 5.With or without limited liability

  5. MOA REQUIREMNET • 1. Name with the word ‘Limited’ for limited company and ‘ Private Limited’ for private limited company. • 2. State in which Registered office is situated • 3. Objects of the Company • i). Main objects • ii). Incidental objects • iii) Other objects • 4.Liability clause • i). Company limited by shares or by guarantee should state that members liability is limited. • ii). Company limited by guarantee should state specifically the members liability in case of winding up.

  6. MOA REQUIREMNET • 5. Capital clause • Company having share capital , the capital should be stated with division unless it is an unlimited company • no subscriber shall take less than one share • Each subscriber should write opposite to their name the no of shares subscribed. • 6. Form of MOA should be in Table B,C,D and E of Schedule I (Sec.14) • Printing and signing of MOA (Sec.15) • 7.MOA Should be printed • 8. MOA Should be divided into paragraph and consecutively numbered • 9. MOA Should be signed by the subscriber by adding his name, address and occupation witnessed by atleast one witness.

  7. AOA REQUIREMNET • 1. Private Company limited by shares • Conditions specified in sec.3(i)(iii)(a),(b),(c) and (d) to be specified. • 2. In case of company liability by guarantee, No of members should be mentioned.(Sec.27) • 3. In case of unlimited company, the no of members and the company having share capital, the amount of share capital to be mentioned.(Sec.27) • 4. Adoption of Table A(for company limited by shares) and Table C ,D and E are optional.(Sec.28) • Regulations of AOA should not be inconsistent with any provisions of the Companies Act.

  8. REQUIREMENT FOR REGISTRATION • 1.Filing of MOA,AOA , copy of agreement if any entered for appointment of MD or WTD and declaration in Form1with ROC (Sec.33) • 2.Filing of form32 • (Before filing mandatory DIN has to be obtained-section266) • 3. Filing of Form18 • 4.Filing of Power of Attorney • 5.Certified copy of Board resolution in case a company is the subscriber.

  9. REQUIREMENT FOR REGISTRATION • - The resolution should specify the name of proposed new company, name of authorised representative, No of shares subscribed and also general power to make corrections ,modificatons in the incorpotaion documents on company behalf. 6. In case of foreign promotor company, the Board resolution should be notarised by the foreign notary 7. In case the MOA and AOA are executed out of India, it should be notarised by the Notary of that foreign country and apostilised by the Indian consulate or duly apostilised in accordance with the “Hague convention” if that foreign country is the member country to the Hagueconvention,1961.

  10. REQUIREMENT FOR REGISTRATION 8. Subscribers name, address and occupation should be written in the presence of atleast one witness. Witness should attest the signature of subscribers and add his address and occupation. 9. In case of subscriber signing in different language, affidavit should be furnished 10. The corrections in subscription clause should be done by the promotor concerned not by POA 11. Foreign promotor visited India to execute MOA and AOA, documentary proof as to visit should be established with passport, visa, resident permit etc. should be furnished. 12. No POA can represent the original subscriber

  11. SECTION 25 COMPANY • Company Object is for promoting commerce, art, science, religion, charity or any other useful object and intends to apply profits in promoting its objects and prohibit payment of dividend. • The Central Governement(Authority Regional Director) may by Licence register with limited liability without addition of the word’ Limited’ or ‘Private Limited’ • Procedure: • 1.Name approval • 2.Draft MOA and AOA to be approved by Regional Director • 3. Approval of Licence by Regional Director • 4. Filing of Form1,Form32 and 18 along with approved MOA,AOA and Licence copy to be filed with Registrar.

  12. REGISTRATION PART IX COMPANY • 1. Company consisting of 7 or more members in existence on 1-5-1882 including company registered Act No 19 of 1857 and Act No 7 of 1860 • 2. Joint stock company –section566 • i) Company having permanent paid up or nominal share capital amount divided into shares of fixed amount • 3. Company which is not a joint stock company can not be registered unless have the characteristics of a joint stock company

  13. REQUIREMENT FOR REGISTRATION PART IX COMPANY • The assent of majority of members in the general meeting is required for registration. • The list of members, directors and other particulars should be verified by the declaration of any two or more or other principal officer of the company (Form 37 and39) • When registered with limited liability, only the word ‘Limited’ or ‘Private Limited’ should be added as last word in its original name. • In case of Joint stock company. • The following documents required to be delivered to the Registrar. • i) List showing the name, address and occupations of all persons named in the list not being more than 6 days before the date of filing were members of the company with addition of shares held by him. • ii) Deed of settlement, deed of partnership or other instrument regulating the company.

  14. REQUIREMENT FOR REGISTRATION PART IX COMPANY • If the company intended to be registered as limited company, a statement specifying the following particulars. • i. Nominal share capital, no of shares • ii. No of shares taken and amount paid on each share • iii. Addition of the word ‘Limited’ or ‘private Limited’ as last word. • iv. In case of company limited by guarantee, a copy of resolution declaring the amount of guarantee.

  15. In case of non Joint stock company. • Before registration, the memorandum of Association should be executed by a minimum of 7 members having the characteristics of joint stock companies. The following documents are to be delivered to Registrar. i) List showing the name, address and occupations of all directors and managers named in the list not being more than 6 days before the date of filing were members of the company with addition of shares held by him. • ii) Deed of settlement, deed of partnership or other instrument regulating the company.

  16. iii).In case of company limited by guarantee, a copy of resolution declaring the amount of guarantee • Forms to be filed with Registrar • 1. Form1 • 2.Form32 • 3.Form18 • 4.Form37 and 39

  17. REGISTARTION OF PRODUCER COMPANY • 1. producer company with 10 or more persons • 2. Main objects specified in section 581B • 3.Liability of members limited by shares. • 4.On registration, becomes a body corporate as if a private company • 5. Producer company under any circumstance become or deemed to become a public limited company.

  18. Producer company • MOA Requirement. • 1. Name of the company with word “Producer Company Limited” • 2. State in which Regd. Office situated • 3. Main objects as per sec.581B • 4. Name and address of subscribers • 5. Share capital and its division • 6. Name and address of subscribers who shall act as first directors • 7. Liability of members limited • 8. No of shares subscribed written opposite to each subscriber, not less than one share each. • 9. If objects not confined to one state, the state to whose territories • the objects extend should be mentioned

  19. END

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