Company Registration Steps

1
Company Registration Steps

• The company registration steps are required to be
  taken for incorporation of a company other than a
  producer company. The following steps are
  required for your company registration
  procedures.

2
Purpose for which a company can be incorporated
A company can be incorporated for a lawful
functional entirely. Every purpose is lawful
unless it is forbidden by law or is contrary to
public policy. Subject to the purpose being
lawful. There is no limit on the purposes for
which a company can be formed. A company
proposed to be formed an illegal purpose. Illegal
under any law of the country cannot be properly
registered. Where the purpose is not lawful or
where any of the objects is illegal. The
registrar may refuse to register. If registered,
the certificate of registration is not conclusive
for the purpose of legitimating the unlawful part
of the business.
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Company Registration Steps

• Ascertain the availability of name proposed for
  the company from the Registrar of Companies. A
  choice of three to four names should be given.
• 2. Prepare memorandum of association.
• 3. Prepare articles of association.
• 4. Get the memorandum and articles of association
  stamped properly.

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5. File the following forms with the Registrar of
Companies (a) Memorandum of association
of the company properly stamped. It is signed in
the existence of witness by at least 2 persons in
the case of a private limited company and by at
least 7 persons in the case of a public limited
company. (b) Articles of association properly
stamped and signed by at least 2 persons in the
case of private limited company. At least 7
persons in the case of a public limited company
in the existence of witness. (c) A copy of
agreement (e.g. agreement for take over) if any,
referred to in the articles.
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(d) A statutory declaration by an authorized
person (in Form No.1) to the effect that the
conditions of the act. The rules made there under
in respect of company registration have been
compiled with in section 33(2). (e) A power of
attorney properly stamped and performed by all
the subscribers allowing anyone of them or any
other person to make necessary corrections on
their behalf in the documents filed for
registration with the Registrar of Companies and
give due discharge and to receive for the
certificate of registration. (f) A copy of the
letter is intimated to the Registrar of Companies
for availability of the proposed name. 6.
Deposit the requisite amount of registration fee
as payable on the basis of authorized capital of
the proposed company as well as the fee for
documents filed with it.
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7. The following documents may also be filed if
the applicants so desire
(a) A notice in Form No. 18 regarding situation
of Registration office (section 146). This notice
can be filed with the Registrar subsequently as
well. When the company starts to move on business
or within 30 days of the registration that is
earlier. (b) Particulars of the directors in
Form No.32 in duplicate (section 303). These
particulars can be filed subsequently also,
within 30 days of the appointment of first
directors.
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In the case of a public limited company
(i) Consent in Form No.29 of the persons to act
as a director or to take and pay for the
qualification shares of the proposed company
registration. (ii) Declaration in Form No.20 to
the result that the provisions of the companies
act under section 149 (2) have been compiled
with. The company registration must be declared
at the registrar office in Chennai. This
declaration is required to file before a company
can commence business.
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Company Registration Procedure

• The company registration procedure is given below
  details.

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In case of public limited company
1. Select in order of choices, as some eligible
company names each of which would present as the
important object of the suggested company. 2.
Avoid names which are related to the names or 
resemble too closely of any other company already
registered. 3. Follow the guidelines issued by
the central government for availability or
otherwise of certain names. 4. See that the name
chosen does not violate the provisions of Emblems
and Names (Prevention of Improper Use) Act 1950.
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5. Assign to the (ROC) Registrar of Companies to
see which of the names selected by you is
available. The Form No.1A application is mandated
to consider by the companies (Central Government)
General Rules. Each application is payable with a
fee of Rs.500/-. The fee can be paid in cash or
by means of a postal drawn in favour of the
Registrar of Companies, (Rules4A). A specimen
power of Attorney is given in Annexure
2.5. 6.The Registrar will ordinarily inform
within a period of 7 days of your application. If
the name is not available, you will have to
selecting  a new company names to apply. 7. Let
the Articles of Association and Memorandum
appropriately drafted. (Section 13 to 15 and 26
to 30). The articles of association require not
necessarily be registered and prepared in the
case of public limited company. In the case,
Table A shall apply, but in practice, they are
invariably prepared and registered to suit
individual requirements. Refer Annexures 5.2 and
5.3 for model Articles of Association. 7A.
Ensure that the licensed share capital of the
declared public limited company at least is or
more than Rs.5 lakhs or such higher amount as may
be prescribed to be the minimum paid up share
capital for a public limited company.
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11. The both Articles of Association and
Memorandum signed by at least 7 subscribers, each
of whom will also write in his own hand his name,
address, his fathers name,  occupation and the
number of shares subscribed for. At least one
witness to these signatures, who will write in
his own hand and  sign his fathers name, address
and occupation. (Section 12, 15 and 30). Both of
these documents are signed on behalf of the
subscribers. An illiterate subscriber should
mark or give his thumb impression is described by
the person writing for him. 12. Both documents
will be dated.
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• 13. Let the following forms properly signed and
  filled up .
• Consent of a person to act as a director in Form
  No.29 (Section 266).
• Undertaking to take and pay for qualification
  shares in Form No.29. This and the person named
  in the Articles of Association as a director has
  not subscribed the Articles of Association and 
  Memorandum for shares at least equal to his
  qualification shares.
• 14.Get also the following Forms duly filled up
  and signed
• Declaration of Compliance in Form No.1 on a
  non-judicial stamp paper of appropriate value.
• Notice of the situation of the company
  registration office in Form No. 18(Section 146).
• Particulars of directors, secretary or manager in
  Form No.32 in duplicate (Section 303).

13
Forms stated in sub-items (ii) and (iii) though
needed to be filed within 30 days of the company
registration.
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• 15. Register the following with the Registrar
  with must registration and filing fees.
• The signed copy and  stamped of the Articles of
  Association and Memorandum  along with another
  copy.
• The agreement, if any, which the Company is
  appointment any individual for its managing or
  manager or whole-time director .
• The Forms mentioned in items 13 and 14 above.

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16.The Registrar will then see the documents and
papers filed for company registration. 17.The
Registrar will then register the company and
issue the certificate of company
registration. 18.The date given by the Registrar
on the certificate of company registration will
be the date of company registration and on that
date. The company is become an separate legal
entity.
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• Any other agreement, if referred to in the
  Memorandum and Articles of Association, as in the
  case, it will form a part of the Memorandum and
  Articles.
• Registars letter suggesting about the
  availability of name.
• A letter of authority (power of Attorney) on a
  duly stamped paper by the subscribers in favour
  of one of them or any other person for creation
  mandatory corrections on their behalf in the
  papers and documents registered for company
  registration.
• A pay order /demand draft for registration
  calculated in accordance with the proposed
  authorized capital of the company. In addition
  filing fee for documents annexed with the
  application is also be paid.

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In case of private limited company

• The procedure for private limited company
  registration is the same as that for a public
  limited company with the following exceptions
• There should be at least 2 subscribers in place
  of 7.
• The Form No.29 will not be required to be changed
  and filed in this case.

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• The private limited company registration of the
  articles of association with the Registrar of
  Companies is mandatory.
• The minimum authorized share capital is Rs.1 lakh
  or such higher amount as may be imposed to be the
  minimum paid-up capital for a private limited
  company.
• The provisions of Section 3 (1) of the companies
  act should, however, be carefully noted while
  drawing up to the Memorandum and Articles of
  Association of a private limited company.

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In case of companies limited by guarantee
The company registration procedure of a company
limited by guarantee is the same as that for a
public limited company or a private limited
company. The case may be, as described earlier.
In the memorandum of association of such a
company.
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• However, a clause stating the amount of guarantee
  shall have to be added in addition to the other
  necessary clauses.
• A guarantee company may be a company with a share
  capital or without a share capital.
• A company formed not for profit may be formed and
  is usually formed as a guarantee company.
• A company limited by guarantee may be either a
  private limited company or public limited
  company.

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• The producer in case of a producer company is the
  same as that of a private limited company except
  the following
• There should be ten or more individuals each of
  them should be a producer within the meaning of
  clause (n) of section 581-A.
• Any two or more producer institutions within the
  meaning of clause (m) of the said section.
• A combination of ten or more individuals and
  producer institutions.
• The signed copy and stamped of the articles of
  association and memorandum as prepared under
  sections 581F and 581G.
• The provisions of section 581A, 581B, 581C, 581F,
  581G and 581L inter alia should be adhered to
  while incorporating a producer company. The
  company registration offices are located in
  Chennai, Bangalore, Kochi, etc..,