Incorporation of a Private Company
Registration of Company and Issue of Capital
The list of the offices of the Registrar of the Companies is given below
Documents of Registration
After completion of the preliminaries as enumerated, the following documents are required to be filed with the Registrar of Companies of the State in which the company is proposed to be incorporated.
- Memorandum of Association (duly stamped) and a duplicate thereof.
- Articles of Association (duly stamped) and a duplicate thereof
- The agreement, if any, which the company proposes to enter into with any individual for appointments as its managing or whole time director or manager.
- A copy of the agreement, if any, referred to in the articles
- A power of Attorney, if any (with prescribed stamps)
- A copy of the letter of the Registrar of Companies intimating the availability of the proper name
- Form No.1 (with prescribed stamps)
- Form No.18, if desired
- Form No. 32 (in duplicate), if desired
- Documents evidencing payment of prescribed registration and filing fee, i.e. a bank draft or a treasury challan .
- The promoters, as being the subscribers to the Memorandum and Articles should be the same person whose names are appearing in the original application for availability of name (Form 1A). If the names have changed, ROC will not register the company until and unless, the name is got re-validated with the new subscribers as applicants, by paying another fee of Rs. 500.
- The amount of registration fee payable is regulated with reference to the amount of authorized capital of the proposed company.
- The maximum registration fee is Rs. 2 ,00,04,000 .
- The fee for registration of companies has been revised w.e.f 1.5.2000.The registration fee for a company will be as prevailing on the date of its actual registration and accordingly, the revised fee affective from 1.5.2000 will be applicable in respect of the companies registered on or after that date.
- If the authorized capital is increased subsequently, the company shall be liable to pay additional registration fee, i.e. the difference between the registration fee payable on the increased authorized capital (subject to the maximum limit of Rs. 2,00,04,000) and the fee already paid
Note: Maximum fee is Rs. 2 ,00,04,000
Processing of Documents
- If the Registrar is satisfied that all the requirements have been complied with by the company, as per the Companies Act and the Rules framed thereunder ; documents bear proper stamp duty and the conditions imposed by any other law for the time being in force, are also fulfilled, the Registrar will register the company.
- If any defect is found by the Registrar of Companies in the documents the same will have to be rectified by the applicant and authenticated by the signature (s) of a person authorized to de so.
- A form or documents would be defective for any one of the following reason , viz.
- The form or documents does not contain the necessary enclosures;
- The documents is not properly signed or certified;
- Certain particulars have not bee filled up;
- Certain particulars are apparently believed to be false;
- Not accompanied by the requisite filing fee;
- Not filed in proper time.
Improper refusal by Registrar
- The Registrar cannot refuse registration of a company if all the condition for Registration of the company as prescribed by Section 33 of the Act are complied with.
- If the registrar improperly refuses to register a company a writ of mandamus may be filed in the Court Law.
Certificate of Incorporation
- When the registrar decides to register a company it issues a Certificate of Incorporation of Company which is conclusive evidence as regards the compliance with the requirements of the Act in regards to registration of company and the matter precedent or incidental thereto.
- The date mentioned in this certificate of incorporation is the date of incorporation of the company.
- It brings the company into existence as a legal person.