Incorporating a Company

1. Approval of Name

The initial step is obtaining approval for the company’s name from the Registrar of Companies (ROC). Specific conditions such as uniqueness and adherence to naming conventions applies here. Once approved, the name is valid for six months, during which the Memorandum of Association (MOA) and Articles of Association (AOA) must be filed.

• Memorandum of Association and Articles of Association:

These documents are crucial for company’s incorporation. The Memorandum outlines the company’s constitution, objectives, and scope, while the Articles detail internal management rules. The ROC issues a Certificate of Incorporation after receiving these documents and the requisite registration fee.

• Certificate of Commencement for Public Companies:

Public companies, if opting to invite public subscriptions, need to issue a prospectus filed with the ROC. Upon fulfilling these requirements, the ROC issues a Certificate of Commencement of Business, allowing the company to start its operations.

• Miscellaneous Documents:

Several documents and forms, including a declaration of compliance, particulars of directors, and power of attorney, must be submitted along with the Memorandum and Articles. Tax registration, including PAN and TAN, is also necessary.

2. Rules and Procedures

Adherence to the Companies (Central Government) General Rules and Forms, 1956 is mandatory. The submission is made to the Registrar of Companies along with specific enclosures and fees based on the nominal capital.

3. Managerial Remuneration

Rules governing managerial remuneration, including restrictions on expatriates, are outlined. The appointment of a Managing Director requires residency in India, and public companies have limitations on remuneration.

4. Submission Process

All necessary documents, including the Memorandum and Articles, declaration, and relevant forms, must be presented to the Registrar of Companies within three months from the date of name approval.

Key Points:

• The declaration must be signed by an authorized individual, such as an advocate, attorney, or chartered accountant.
• The Registrar ensures compliance with section 33(1) and (2) and verifies documents for stamp duty and other legal requirements.
• Defects in documents must be rectified, and the submission must be made within the specified time frame.
• The Registrar accepts computer laser-printed documents for registration, provided they meet all requirements.

5. Fee Payable

The fee for company registration is payable either in cash or through a bank draft/pay order treasury challan. The payment should be made in the name of the Registrar of Companies of the state where the company is proposed to be registered, as per Schedule X.