In my earlier article (Series-16) – Incorporation of Companies & Table of Procedure of Incorporation of Company under Companies Act-2013, I explained detailed procedure for incorporation of company. After Incorporation many works are required to be done by companies on time to time.
As soon as a company is incorporated, whether public or private limited, it becomes a juristic person. It has its own name and property. It is a separate legal entity distinct from its members who incorporate it.
A company does its business through its Directors. The directors are also called the ears, eyes and hands of the company. The directors of a company are in fiduciary position. On the one hand they run the company as its owner (Policy maker) and on the other hand they are merely a servant of the company and take remuneration. They are entitled to do any work on behalf of the company, what a company can do in ordinary course of business. Any action done by the directors in the ordinary course of business are treated as done by the Company. But wrong done by the Directors (criminal action) are the responsibility of the Directors and not the responsibility of the Company.
Works are divided into three Categories:-
1. Works require to be done in the first Board after incorporation.
2. Works required to be done regularly.(Will provide in Series- 18)
3. Works required to be done periodically. (Will provide in Series- 18)
WORKS REQUIRE TO BE DONE IN THE FIRST BOARD MEETING OF COMPANY
STEP-I:
CALL BOARD MEETING OF COMPANY:
[Within 30 days of Incorporation of company- Section- 173(1)]
- Issue Notice of Meeting. (At least 7 days before the meeting- As per Section- 173(3), attach agenda of Meeting in Notice.
- Call First Board Meeting within 30 days of Incorporation of Company. First Directors are named in the articles; they conduct the first board of Meeting.
STEP-II:
HOLD BOARD MEETING:
- Ensure that proper quorum is present. [1/3 of total strength of Directors or 2 directors, whichever is higher. Section- 174(1)]
- Read out the Agenda of Meeting.
- Business to be Transacted in First Board Meeting within thirty days of Incorporation
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S. NO. |
PARTICULAR |
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1. |
Elect the Chairman of Meeting. |
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2. |
To keep in Safe Custody Certificate of Incorporation. |
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3. |
Maintain copy of Incorporation Documents: The company shall maintain and preserve at its registered office copies of all documents and information as originally filed on incorporation till the dissolution of the Company. [Section-7(4)] |
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4. |
Confirmation of appointment of first Director of Company. The person whose name will be mentioned in Articles of Association will be First Director of Company, in case of absence of name in Article of Association, subscribers of Memorandum of Association will be first Director of Company. |
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5. |
Maintain a Registered Office As per Section -12(1) company shall, on and from the 15 (fifteenth) day of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it. Practically company should have registered office at the time of incorporation of company. |
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6. |
Appointment of First Auditor of Company. As per Section- 139(6) - The First auditor of company shall be appointed by the Board of Directors within 30 (thirty) days from the date of registration of the company. |
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7. |
Issue Share Certificate to Subscribers of Memorandum. As per Section- 56(4)(a) – Every company shall issue Share Certificate within a period of 2 (two) month from the date of incorporation |
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8. |
Adopt Letter Head of Company. - As per Section- 3(c) – on letter head of Company following things should be mentioned: - Name of Company. - The address of Registered Office of Company. - Corporate Identification Number. - Telephone No. - Fax No., if any - E-email ID, if any |
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Adopt and Affix Board outside the Registered office. As per Section- 3(c) - on Board of Company following things should be mentioned: - Name of Company. - Registered office address of company. - Affix it outside of every office or place in which its business is carried on. |
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10. |
Adoption of Common Seal of Company. As per Section- 3(b) – The Company have its name engraved in legible characters on its seal. |
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11. |
Authorize Director to maintain of Books and Registers. Registers which required being maintained as per Companies Act-2013 given in my other article.(Series-18) |
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12. |
Authorize Director to maintain of Minute Books. As per Section-118(1) – Every Company shall prepare minutes of every meeting with in 30 (Thirty) days of the conclusion of every such meeting. |
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13. |
Open Current Account of Company. Company should open Bank account of Company before issue of shares. Because as per Section-11 director require to give declaration that company have received amount of shares from the subscribers. |
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14. |
Adopt rubber stamps. - Prepare two rubber stamps. - One round stamp in the name of company. - Second one in the name of Director. |
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15. |
Obtain Permanent Account Number (PAN) of Company. As per Form No. 49A of Income Tax Act. |
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16. |
Obtain TAN No. |
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17. |
If Company in Service Industry- Apply for Service Tax Number. |
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18. |
If company is engage in transaction of Sale and Purchase- apply for Sales Tax Registration No. |
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19. |
Apply for Certificate of Commencement of Business. Before commencing any business or exercising Borrowing Powers a declaration has to be filed by a director in e-Form No.21 and duly verified by a certifying Professional, with the Registrar that every subscriber to the memorandum has paid the value of the shares agreed to be taken by him and the paid-up share capital of the company is not less than five lakh rupees in case of a public company and not less than one lakh rupees in case of a private company on the date of making of this declaration |
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20. |
The ROC will issue certificate of Commencement of Business after filling of Form-21. |
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21. |
Suggestion- List of Stationary Items to get - Printed copy of Memorandum of Association and Article of Association. - Minutes Loose Leaf (100 pages) & Minutes Binder (optional). - Printed Share Certificates (Minimum 50 share certificates) (Optional). - Statutory Books and Registers which a company should maintain- List of registers are given in other Article (Series-18). |
(Author – CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com)
Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Though utmost efforts has made to provide authentic information, it is suggested that to have better understanding kindly cross-check the relevant sections, rules under the Companies Act, 2013. The observations of the author are personal view and the authors do not take responsibility of the same and this cannot be quoted before any authority without the written
Regards,
CS Divesh Goyal
CAclubindia
