24 August 2011
Dear friends, I have a bit lengthy query. I filed form 1A for approval of name for incorporation of a Pvt. co. the name was not granted(under Para 9.iv of new guidlines, 2011) by ROC saying that it a general name starting with activity and the form is under resumbmission upto 31/08/2011. But the client wants the same name. Now client has informed that there is already a compny incorporated in UK and this company will become a subsidiary company of the UK company.
As per newly issued name Approval Guidelines, 2011 in case of incorporation of a company as a subsidiary of foreign company, the name of the foreign company may be allowed as it is subject to addition of a word like India,name of a state etc.
When I approached the ROC he is still insisting t prefix a noun to the name. Is his stand justified.
Besides name issue, for incorporating the company I want your views to the following queries.
1. Can we incorporate this company with two Indian subscribers by giving NOC and Board resolution from the foreign company to use the name of foreign company and giving an undertaking that immediately after incorporation, the said co. will be make subsidiary of foreign company which we can do by issuing fresh capital or transfer of shares in required proportion.
2. or is it compulsory to incorporate the company with foreign subscription in the beginning itself.
3. What are the documents required for incorporating a company as WOS of foreign company in which shareholders will be 1. Foreign company 99% 2. Nominee of foreign company- Foreign national. 4. What are the requirement w.r.t attestation of documents like NOc/BR/MOA/List of subcribers to be received from the foreign co.
24 August 2011
1. Can we incorporate this company with two Indian subscribers by giving NOC and Board resolution from the foreign company to use the name of foreign company and giving an undertaking that immediately after incorporation, the said co. will be make subsidiary of foreign company which we can do by issuing fresh capital or transfer of shares in required proportion.
RBI doesn't permit the same.Moreover there are issues n the valuation front also when you transfer the shares from Indian Shareholders to foreign shareholders.
2. or is it compulsory to incorporate the company with foreign subscription in the beginning itself.
Although not written anywhere but the intention of Govt. is same and also professionally ,that's the correct way.
CAclubindia
