REGISTRATION OF
PRIVATE LIMITED COMPANY IN JAIPUR
Incorporation of a Private Company is governed under section
4,7,12, 152 & 153 of Companies Act 2013 read with rules made there under.
Section 4 of Companies Act, 2013:- MEMORANDUM
Memorandum of the Company also known as Memorandum of
Association (MoA) contains the basic details about the Company such as Capital,
Shareholding, Registered Office, etc.
Memorandum of the Company shall state the following details:
·
Name of the Company: Name of the Company in case
of private limited should be registered with the last word “Private Limited”;
·
State of registered office: Full address with
the state of Rajasthan in which registered office has to be situated should be
mentioned;
·
Objects: Objects for which the Company is being
registered should be mentioned. Maximum Four Main Objects are allowable. There
can be other objects also which are necessary for other matters also which is
also termed as ancillary objects;
·
Liability of the members should also be stated;
·
Share Capital: The amount of capital with which
the company has to be registered should be mentioned. Also, a number of shares
subscribed by each promoter have to be mentioned in a subscriber sheet.
DEFINITION OF THE
TERM ‘COMPANY’
Company is defined under section 2(20) of the Companies Act,
2013, which means ‘A Company is registered under any provisions of Companies
Act 2013 or any previous Company Law’.
Following types of
Companies are registered in India:
·
Private Limited Company
·
Public Limited Company
·
One Person Company (OPC)
·
Limited Liability Partnership (LLP)
WHO IS PROMOTER?
Incorporation of A Private Company has to be started with
defining promoters as they are the person who does the preliminary work which
is necessary and incidental for the formation of a company such as, promotion
incorporation, flotation and they try to obtain investments in the company in
the form of subscribers.
Promoters are defined under Section 2(69) of the Companies Act,
2013 as an individual who:-
·
Is named as a promoter in the prospectus
·
Control affairs of a company
·
Advice and/or direct the Board of Directors.
In nutshell, we can
say promoters are the person who originally had an idea of forming a company
and they are the sole reasons for which the company is incorporated.
♦ Section 7 of Companies Act,
2013:- INCORPORATION OF A COMPANY
Application for registration of the Company shall be filed
with Registrar of Companies (RoC), Jaipur within whose jurisdiction the Registered
Office has to be situated, but theform is filed with CRC, manesar Gurgaon
online mode through MCA 21.
A Private Limited Company can be formed Online through the
Ministry Of Corporate Affairs (MCA) portal nowadays by submitting necessary
documents and by paying online Stamp Duty (which applies as per State to
State). Following forms are filled in the form of “Linked Forms” online through
MCA portal:
·
SPICE
·
SPICE MOA
·
SPICE AOA
·
AGILE
DOCUMENTS REQUIRED:
1.
Necessary information and/or documents are
needed to be submitted online through these forms stated above are:
2.
Memorandum of Association (MoA) & Article of
Association (AoA) with brief details of the Company Name, Capital, Registered
Office signed by all the subscribers or promoters.
3.
A duly signed declaration that has to be given
by an advocate, Chartered Accountant, Cost Accountant or Company Secretary in
Practice.
4.
An affidavit in form INC-9 which is a
declaration by subscribers and first directors which state no- conviction of
any offense and/or they are not found guilty of any fraud/ misfeasance/or any
breach of duty.
5.
Address of its registered office where it has to
be situated
6.
Complete details of each subscribers and first
directors such as Full Name, Fathers Name, DIN number (If already allotted to
them), Date of Birth, Present Address, Permanent Address along with Address
proof such as Electricity Bill, Bank Statement, or any Mobile bill (Any One
amongst these three), and Identity Proof such as Voter ID, Passport or Driving
License (Any One amongst these three).
7.
If any of the directors already hold
directorship in any other company apart from the Proposed Company in which
being appointed, such interest in other entities has to be attached as a
declaration.
♦ Section 12 of Companies Act,
2013:- REGISTERED OFFICE OF THE COMPANY
1.
If at the time of incorporating a Company no
proof of registered office such as Rent agreement or owned registry is attached
then a newly registered Company shall within 30 (Thirty) days of its
registration and receiving its Company Identification Number (CIN) No. by
registrar shall furnish the verification of its registered office to registrar
in form INC- 22. Not required if the company has furnished the details of the
registered office in the incorporation SPICe Forms.
2.
Also, the company shall have its registered
office situated at such a place for receiving any form of legal and/or
corporate documents and acknowledgments within 15 days of its incorporation.
3.
Section 12 states that every company shall paint
or affix the name of the company and address of its registered office on the
outside of an office in one of the general language or the most widely used
language of the particular state in which registered office is situated. For
Example, a Registered office in Kolkata should be affixed with Bengali.
4.
Any change in registered office after
incorporation shall be intimated to the registrar within 15 days of such
change.
5.
In case of any default is made in complying the
above-stated provisions, company and officer in charge shall be liable for a
penalty of one thousand rupees for every day of continued default not exceeding
one lakh rupees.
♦ Section 152 of Companies Act,
2013:- APPOINTMENT OF DIRECTORS
1. The
directors named in the Memorandum as a subscriber of the Company are deemed to
be the first directors of the Company until and unless the contrary is referred
in an article to the provisions for the appointment of first directors.
2.
For being appointed as a director in a Company,
DIN is mandatory.
3.
Consent of directors to act as a director is
mandatory at the time of appointment.
♦ Section 153 of Companies Act,
2013:- APPLICATION FOR THE ALLOTMENT OF DIRECTOR IDENTIFICATION NUMBER (DIN)
Every director who intends to be appointed as a director in
any Company is required to first obtain unique Director Identification Number
(DIN) from Registrar of Companies.
For allotment of DIN,
online application is made to the Central Government in the form of DIR-3 with
necessary documents properly scanned as an attachment. Following documents are
required to be submitted:
1.
Passport size Photograph
2.
Identity Proof
3.
Address Proof
Provided, in case proposed directors don’t have DIN number
and it’s their first company as a director which is being incorporated, those
directors can apply for DIN in Form No. INC-32 (SPICe) at the time of the
Incorporation of a Company directly. Maximum three directors can apply for DIN
through SPICe forms.
As per RULE 12B
directors are required to file e-form ACTIVE for all the companies with the
date of Incorporation before 31.12.2017, failing which DIN allotted shall be
marked as “Director of ACTIVE non-compliant company”
STEP-BY STEP PROCESS
FOR APPLYING ONLINE FOR INCORPORATING PRIVATE LIMITED COMPANY
1.
Rule 9 of Companies(Incorporation) Rule, 2014:
Reservation Of Name
2.
The first and foremost step for the
incorporation of a Private Limited Company is started by applying a suitable
name for the Company. Name can be applied online in such form accompanied by
such fees as may be prescribed. Any name as proposed by directors and/or
promoter should be checked online through MCA portal for its availability. A
company is not allowed to be registered with the name:
3.
Which too nearly resemble or is similar to the
name already registered as a Company, LLP or registered under Trademark Act.
4.
Such words or symbols which are prohibited by
Central Government from time to time
5.
Name can be applied online through web service
available at www.mca.gov.in by using Reserve Unique Name (RUN) service by
signing in through workspace service.
6.
After receipt of an application by the
registrar, if all the information and documents furnished are correct and
accurate, the registrar may accept an application and reserve a name for 60
days. That means after the name is being approved, the Name Approval Letter is
allotted to the applicant with name reserved for 60 days.
7.
If the name is not as per the condition stated
above, it can be rejected by the registrar giving two chances for re-applying
the name i.e., ‘Resubmission of a new name’ that has to be done within the time
prescribed.
8.
If after the reservation of name, it is found
that applicant furnishes wrong or incorrect information, such reserved name :
9.
If Company is not Incorporated: reserved name
will be canceled
1
If Company is incorporated: as per the further
orders of Registrar.
♦ Rule 12 of Companies (Incorporation)
Rule, 2014: Application for Incorporation
Further after name approval, the next step is to apply for
registration of a company. Application for incorporation has to be made online
through the MCA portal using three linked forms with the necessary attached
documents stated above. It’s a simplified method for incorporating a company
electronically (SPICe):
1.
Form INC-32 (SPICe)
2.
Form INC-33 (SPICe MoA)
3.
Form INC-32 (SPICe AoA)
4.
FORM AGILE
♦ Rule 13 of Companies (Incorporation)
Rule, 2014: MoA and AoA
1.
MoA & AoA should be signed by each
subscriber with full details such as name, address, occupation. In case of
illiterate same should be affixed by thumb impression.
2.
In the case of subscribers being Body Corporate,
the same shall be signed by the director/officer in charge duly authorized on
behalf of Body Corporate.
3.
Memorandum of the Company shall be as per the
format specified in Table A, B, C, D, E of Schedule I as per its category of
the Private Company.
4.
Article of the Company shall be as per the
format specified in Table F, G, H, I, J of Schedule I as per its category of
the Private Company.
♦ Rule 14 of Companies (Incorporation)
Rule, 2014: Professional Declaration
Declaration by
Advocate, Chartered Accountant, Cost Accountant or Company Secretary in
Practice should be given in Form-8.
♦ Rule 15 of Companies (Incorporation)
Rule, 2014: Subscribers and first Directors Declaration
Declaration by each
subscriber and first directors shall be given in Form-9 stating that they have
not convicted any offense and/or they are not guilty of any fraud/
misfeasance/or any breach of duty.
♦ Rule 18 of Companies (Incorporation)
Rule, 2014: Certificate of Incorporation
On and from the date
of receipt of the application, Registrar based on information and documents
provided will scrutinize the forms. After that registrar will provide a
Certificate of Incorporation (CoI) if all the necessary details are accurate.
COI shall mention the
Date of Incorporation as well as Permanent Account Number (PAN).
After the
incorporation company is expected to keep and maintain copies of all the
necessary documents in a registered office.
NEW SECTION-10
(DECLARATION BEFORE COMMENCEMENT OF BUSINESS)
Companies incorporated after the commencement of companies
(amendment) ordinance, 2018 and having a share capital has to file form INC-20A
online for the verification of registered office. This section says those companies
incorporated on or after the 2nd day of November 2018 (02.11.2018) has to file
a declaration by its directors within one eighty days (180) days of
incorporation in Form- INC-20A.
·
This declaration is filed to obtain a
certificate of commencement of business.
·
Bank Statement having all credit entries has to
be attached to the form as a supporting document.
·
If there is any default in filing this form
within due date, the following penalty is revealed
·
Company: Rs.50,000/-
·
Director in default: Rs. 10,000/- per day up to
Rs.1,00,000/-
CS Annu Sharma is a Commerce Graduate
and an Associate Member of the Institute of Company
Secretaries of India (ICSI). She has cumulative experience of
more than 3 years with Listed Company, CA and CS firms. She authored
various articles on the topics of Corporate Laws, Securities Laws, DGFT, Income Tax, Start-ups among
other. Articles authored by her are published on prominent
Professional Websites.
c CONTACT: 7021848742 OR MAIL @ csannusharma123@gmail.com