REGISTRATION OF YOUR
COMPANY – WHAT AND WHY?
If you are
looking forward to becoming an entrepreneur and wish to start up a private ltd
company in India, you must familiarise with the requirements of registration of
company and the mandatory legal compliances, in the default of which you may
face prosecution. Incorporation of a company gives several advantages such as
an independent corporate existence, limited liability of members,
transferability of shares, etc. A company may be formed for any lawful purpose
of three types:
(a)
Public
Company: by 7 or more persons
(b)
Private
Company: by 2 or more persons
(c)
One
Person Company (OPC): by one person only
Registration of company is
obtained by filing an application with the Registrar of Companies (RoC), along with
the Memorandum of Association, Articles of Association, copy of the Agreement
with any individual to be the Director or Manager (if any), and a declaration
of compliance with provisions of the Act. When the Certificate of Registration
is granted, it marks the birth of the company as a legal person. But the
requirements of law certainly do not end there, and there are post-registration
compliances that are to be met, as we shall see below.
POST-INCORPORATION COMPLIANCES
·
Application for
Commencement Certificate:
An Application stating that the prescribed amount of share has been paid to the
company by the shareholders.
·
Registered Office: Within 15 days of incorporation, and
during all times thereafter, the Company must have a Registered Office, to
receive all communications and Notices.
·
Board Meeting of
Directors:
The first one must be held within 30 days of incorporation.
·
Appointment of
Auditors:
To be done within 30 days of incorporation of Company, using Form ADT 1: an Auditor is appointed for
a period of five years.
·
Share Certificates: Document evidencing
that a particular person holds a specific amount of share in the Company; to be
issued with a valid seal of the Company.
·
PAN/TAN Application: To be done within 30
days of incorporation; apply to the Income Tax Authorities.
·
Information to RoC: When a resolution is
passed in the Board Meeting such as issuing securities, borrowing money,
investing finds of company, etc.; or Special Resolutions are passed for
alteration of AoA, conversion of Pvt Ltd company into OPC, etc.; intimation has to be given to the RoC within
30 days, via Form MGT 14.
Ø File Form INC-1 with
RoC: Stating that each subscriber to the MOA has paid their value of shares,
and paid-up capital of the Enterprise is not less than Rs. 1 Lakh.
Ø Register Bank Accounts
and Tax Returns
Ø Disclosure of
Director’s interest: Directors are required to disclose their concern or
interest in other Companies, Bodies Corporate, other Firms, etc.; also have to declare
that the Directories are not disqualified under the Act. This has to be made
from time to time, and is a standing compliance.
Ø Annual General
Meetings: Once in every Calendar Year; within 6 months after the end of each
Financial Year.
·
Additional compliances
for OPC:
Ø OPC Bank Account
Ø AGM
Ø Auditor
Ø Financial Statements
IMPORTANT STATUES TO BE KEPT IN
MIND (INDIAN KANOON)
Ø The Companies Act,
2013
Ø SEBI Act
Ø Income Tax Act
Ø ICDR Regulations
Ø LODR Regulations
Ø SCRA
OTHER REQUIREMENTS
Ø Common Seal
Ø Statutory Register
Ø Paint/Affix address of
registered office in all other Branches
Ø Corporate Identity
Number
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