Company incorporation

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Julie (Querist)
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19 July 2012 Sir I have received the CIN of a Public Limited company. Please tell me the detailed procedure to get the certificate of commencement. Please provide me the format of statement in lieu of prospectus.Thanks in advance.An early response is solicited.

Pooja Taori

Pooja Taori (Expert)
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26 July 2012 1.
Convene Board Meeting after giving notice to all the directors [Section 286] to discuss besides others the following matters.

· To approve and sign the [statement in lieu of prospectus]. [Section 149 (2)]

· To pass a [Board resolution] to approve the preliminary expenses incurred for incorporation of the company.

· To pass a [Board resolution] for the appointment of First Auditors of the company.

2.
Inform the Stock Exchange with which shares of the company are listed about the date of this meeting prior to the board meeting. [Clause 19 of the Standard Listing Agreement]

3.
Inform the said Stock Exchange within 15 minutes of the board Meeting, of the outcome of the meeting by letter or fax.

4. File a declaration in [e-Form no 20] on the stamp paper of requisite value as required the Stamp act of the respective states, with the concerned Registrar of Companies along with the following documents :

Statement in lieu of prospect ( each page should be signed by all the directors of the Company) along with following attached as annexure :

· Provisions relating to the appointment and remuneration of Managing director, director or manager

· To approve the preliminary expenses incurred for incorporation of the company.

· To appoint the First Auditors of the company.

List of Directors.

List of Shareholders of the Company.

Certified copy of the Memorandum and Articles of Association of the Company. ( each page should be signed by all the directors of the company )

Scan copy E-form no 20 duly executed on Stamp paper.

5.

Make the payment of requisite fees prescribed by the Companies [Schedule X of Companies Act, 1956].

6. Fees can be paid through Credit Card / by cash / by cheque in favour of “MCA Collection Account ICICI Bank” at the prescribed rates. (Fee Calculator)

7. ROC will issue a Certificate of Commencement of Business in the name of the company.