Bank account & certificate of commencement of business
This query is : Resolved
11 September 2013
What is the exact procedure for obtaining COB ??
1. After getting COI, open a bank account and then get COB..or
2. After getting COI, get a COB and then open a bank account...
Please do not copy paste the legal language, and answer it from your experience.
Thanks & Regards.
CA CMA Gaurav Jain
9911375324
1. After getting COI, open a bank account and then get COB..or
2. After getting COI, get a COB and then open a bank account...
Please do not copy paste the legal language, and answer it from your experience.
Thanks & Regards.
CA CMA Gaurav Jain
9911375324
11 September 2013
Requirement for obtaining commencement of business certificate:
A public limited company having share capital cannot commence business until it has obtained the certificate to commence business from the Registrar of Companies.
Normally, when a public company is incorporated, it may take sometime before it decides to make a public offer and issue a prospectus. However, a new company will comply with the required formalities
and obtain the commencement of business certificate from the Registrar as soon as possible after formation because it cannot commence any business activities or exercise its borrowing powers without it.
For obtaining a certificate to commence business, the following actions are required to be taken:—
(i) the company shall file with the Registrar a statement in lieu of prospectus electronically at the portal of the MCA in the form given in Schedule III to Act together with the E-Form 62 and shall pay the prescribed fee by online or offline procedure as per the requirement of Schedule X of the Companies Act, 1956. This will be signed by every director of the company. [See section 70, 149(2)(b)]
(ii) the directors should pay the value of the shares to the extent money is payable in cash with application/allotment;
(iii) a duly certified declaration shall be filed electronically at the portal of the MCA in the E-Form 20 and a stamped copy shall be simultaneously filed with the Registrar signed by a director/secretary or by secretary in practice where there is no secretary, to the effect that the requirements of section 149(2) have been complied with.
(iv) the company shall not allot any share or debenture at least for three days after filing of statement in lieu of prospectus with the Registrar. [Section 70(1)];
(v) the company shall pay the prescribed filing fee by online or offline procedure as applicable under Schedule X on statement in lieu of prospectus and on e-Form 20 to the Registrar of Companies.
The Registrar of Companies shall then issue the requisite certificate of commencement of business.
A certificate of commencement of business cannot be issued if the company has not complied with the provisions of section 149(1), even though it has issued a statement in lieu of prospectus under section 70. [Malabar Iron & Steel Works Ltd. v Registrar of Companies (1963) 33 Comp Cas 813 (Ker)].
Requirement for obtaining commencement of business certificate:
A public limited company having share capital cannot commence business until it has obtained the certificate to commence business from the Registrar of Companies.
Normally, when a public company is incorporated, it may take sometime before it decides to make a public offer and issue a prospectus. However, a new company will comply with the required formalities
and obtain the commencement of business certificate from the Registrar as soon as possible after formation because it cannot commence any business activities or exercise its borrowing powers without it.
For obtaining a certificate to commence business, the following actions are required to be taken:—
(i) the company shall file with the Registrar a statement in lieu of prospectus electronically at the portal of the MCA in the form given in Schedule III to Act together with the E-Form 62 and shall pay the prescribed fee by online or offline procedure as per the requirement of Schedule X of the Companies Act, 1956. This will be signed by every director of the company. [See section 70, 149(2)(b)]
(ii) the directors should pay the value of the shares to the extent money is payable in cash with application/allotment;
(iii) a duly certified declaration shall be filed electronically at the portal of the MCA in the E-Form 20 and a stamped copy shall be simultaneously filed with the Registrar signed by a director/secretary or by secretary in practice where there is no secretary, to the effect that the requirements of section 149(2) have been complied with.
(iv) the company shall not allot any share or debenture at least for three days after filing of statement in lieu of prospectus with the Registrar. [Section 70(1)];
(v) the company shall pay the prescribed filing fee by online or offline procedure as applicable under Schedule X on statement in lieu of prospectus and on e-Form 20 to the Registrar of Companies.
The Registrar of Companies shall then issue the requisite certificate of commencement of business.
A certificate of commencement of business cannot be issued if the company has not complied with the provisions of section 149(1), even though it has issued a statement in lieu of prospectus under section 70. [Malabar Iron & Steel Works Ltd. v Registrar of Companies (1963) 33 Comp Cas 813 (Ker)].
11 September 2013
Yes, you can open Bank account in First Board Meeting or their after it will depend on Board. But account should be open after getting COI from the ROC.
11 September 2013
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)
A proposal to open a Current Account with the (Name of the Bank with address) was placed before the Board for conducting its day-to-day financial transactions. After discussions, the Board unanimously:
“RESOLVED THAT Current Account in the name & style of ‘(Name of the Company)’ be opened with the (Name of the Bank with address), for the operations of the activities of the Company and that the following Authorized Signatory (ies) of the Company be and are hereby authorized to open and operate the said account:
INDIVIDUALLY
Name of the person(s) authorized with designation
JOINTLY
Name of the person(s) authorized with designation
And
1. THAT the said Bank be instructed to accept and act upon any instructions relating to the account kept in the name of the Company or relating to any transactions of the Company with the Bank, provided the instructions are signed by the authorized signatory(ies) of the Company in the manner mentioned as above.
2. THAT the said Bank be instructed to accept receipts for money, deeds, securities or other documents or papers or property or any indemnities given on behalf of the Company provided they are signed by the authorized signatory(ies) of the Company in the manner as mentioned above.
3. THAT the bank be furnished with a list of the names of Directors of the Company and a copy of the Memorandum & Articles of Association and be from time to time informed by notice in writing under the hand of the Directors/Authorized Signatory of the Company of any changes which may take place therein and be entitled to act upon any such notice until the receipt of further notice under the hand of any Directors / Authorized Signatory.
4. THAT the resolution be communicated to the Bank and remain in force until duly rescinded and notice thereof in writing be given to the Bank by any of the Directors of the Company.”
“RESOLVED FURTHER THAT the aforesaid power entrusted to the said official shall be valid and effective unless revoked earlier by the Board or shall be exercisable by him so long as he is in the concerned to the Company.”
“RESOLVED FURTHER THAT all acts, deeds, things, matters, etc. as aforestated shall be deemed to be valid and enforceable only if they are consistent with the instant resolution as may be relevant in this case and that the Board shall not be responsible for any acts beyond the scope of the aforestated powers done by (Name of the authorized person(s) and such invalid, illegal acts, and acts done beyond the scope of powers granted in this Resolution shall not bind the Company against any third parties or before any authorities in any manner and that the Board shall not be answerable in that behalf.”
“RESOLVED FURTHER THAT a certified copy of the resolution be given to any one concerned or interested in the matter.”
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)
A proposal to open a Current Account with the (Name of the Bank with address) was placed before the Board for conducting its day-to-day financial transactions. After discussions, the Board unanimously:
“RESOLVED THAT Current Account in the name & style of ‘(Name of the Company)’ be opened with the (Name of the Bank with address), for the operations of the activities of the Company and that the following Authorized Signatory (ies) of the Company be and are hereby authorized to open and operate the said account:
INDIVIDUALLY
Name of the person(s) authorized with designation
JOINTLY
Name of the person(s) authorized with designation
And
1. THAT the said Bank be instructed to accept and act upon any instructions relating to the account kept in the name of the Company or relating to any transactions of the Company with the Bank, provided the instructions are signed by the authorized signatory(ies) of the Company in the manner mentioned as above.
2. THAT the said Bank be instructed to accept receipts for money, deeds, securities or other documents or papers or property or any indemnities given on behalf of the Company provided they are signed by the authorized signatory(ies) of the Company in the manner as mentioned above.
3. THAT the bank be furnished with a list of the names of Directors of the Company and a copy of the Memorandum & Articles of Association and be from time to time informed by notice in writing under the hand of the Directors/Authorized Signatory of the Company of any changes which may take place therein and be entitled to act upon any such notice until the receipt of further notice under the hand of any Directors / Authorized Signatory.
4. THAT the resolution be communicated to the Bank and remain in force until duly rescinded and notice thereof in writing be given to the Bank by any of the Directors of the Company.”
“RESOLVED FURTHER THAT the aforesaid power entrusted to the said official shall be valid and effective unless revoked earlier by the Board or shall be exercisable by him so long as he is in the concerned to the Company.”
“RESOLVED FURTHER THAT all acts, deeds, things, matters, etc. as aforestated shall be deemed to be valid and enforceable only if they are consistent with the instant resolution as may be relevant in this case and that the Board shall not be responsible for any acts beyond the scope of the aforestated powers done by (Name of the authorized person(s) and such invalid, illegal acts, and acts done beyond the scope of powers granted in this Resolution shall not bind the Company against any third parties or before any authorities in any manner and that the Board shall not be answerable in that behalf.”
“RESOLVED FURTHER THAT a certified copy of the resolution be given to any one concerned or interested in the matter.”
11 September 2013
sir still there is confusion... bank walas are saying get cob first for opening bank account and my associate CS is saying we need to obtain a bank account first to get cob.
11 September 2013
Your CS is right.
A company have right to open bank account after getting COI.
Your Bank is confusing you.
A company have right to open bank account after getting COI.
Your Bank is confusing you.
11 September 2013
thank you so much sir..
11 September 2013
My Pleasure.............
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