08 November 2011
The procedure for registering a Private Limited Company is given below :-
1. For registering a Private Limited Company 2 or more persons are required who would be the subscribers to the Company's Memorandum.
2. Select a few suitable names in order of p[reference, which should indicate the main object of the proposed Company. An application in Form No. IA is prescribed in this regard by the Companies (Central Government's) General Rules and Forms, 1956, and a fee of Rs.500/- is payable with each application.
3. See that one of the promoters is kept as the subscriber to the memorandum and articles of association of the proposed company.
4. The Registrar of Companies will ordinarily inform within a period of seven days from the submission of your application whether any of the names applied for is available.
5. If the name is not available, you will have to apply again selecting fresh names.
6. Get the Memorandum and Articles of Association drafted suitably for a private limited company:- (a) For contents of form of Memorandum, refer to Sections 13 and 14. (c) Both the Memorandum and Articles of Association be printed and divided (d) into paragraphs numbered consecutively (Section 15 & 30) There is no form given in the Act for the Memorandum and the Articles of Association of a private company limited by shares. (Section 29).
7. Before finally printing the Memorandum and Articles of Association, get them vetted by the concerned Registrar of Companies, so that at the time of their registration there are less corrections and alternations.
8. Keep in mind that computer printed Memorandum and Articles of Association will be accepted and taken on record by all the Registrar of Companies from now on.
9. Get both the Memorandum and Articles of Association stamped as per the Indian Stamp Act or the relevant State Act and the notifications thereunder in force in your State.
10. Get both the Memorandum and Articles of Association signed by at least two subscribers, each of whom will also write in his own hand, his father's name, occupation, address and the number of shares subscribed for.
11. There will be at least one witness to these signatures as mentioned above who will sign and write in his own hand, his father's name, occupation and address.
12. The aforesaid two documents may be signed on behalf of the subscribers by their agents duly authorised by power of attorney.
13. In case of an illiterate subscriber ensure that he gives his thumb impression or mark which is described as such by the person writing for him.
14. Both the documents will then be dated.
15. See that the date given on these documents is any date after the date of stamping of them and not before that date.
16. Get the following forms duly filed up and signed :- (i) Declaration of compliance in Form No.1 by an advocate of the Supreme Court of a High Court, an attorney or a pleader entitled to appear before a High Court or a Secretary or a Chartered Accountant, in whole-time practice in India who is engaged in the formation of a company, or by a person named in the Articles as a director, manager or secretary of the company that all the requirements of the Companies Act, 1956 and the rules thereunder have been complied with in respect of registration and matters precedent and incidental thereto. (Section 33(2))' (ii) Notice of the situation of the registered office of the company in Form No.18 (Section 146). (iii) Particulars in favour of one of the subscribers to the memorandum of association or any other person authorising him to file the documents and papers for registration and to make necessary corrections, if any. This should be executed on non-judicial stamp paper of the requisite value. (Forms stated in sub-items (ii) and (iii) though required to be filed within 30 days of the incorporation of the company, are generally filed together with the Memorandum and Articles of Association.)
17. File the following with the Registrar of Companies within 3 months from the date of availability of name with necessary registration and filing fees. (i) The stamped and signed copy of the Memorandum and Articles of Association (Section 33). (ii) The forms mentioned above; (iii) Any other agreement, if referred to in the Memorandum and Articles of Association, as in that case, it will form a part of the Memorandum and Articles; (iv) Any agreement which the company to be incorporated proposes to enter into with any individual for appointment as its managing or whole-time director or manager. (Section 33(I)(c) (v) Original true copy of the Registrar of Companies' letter intimating about the availability of name.
18. Pay the registration and filing fee by way of cash or demand draft or treasury challan for registration of memorandum of Association and for filing of
19. The Registrar of Companies will then scrutinize the documents and papers filed for registration and, if necessary, on intimation, the authorized person will make necessary correction in them under his initials.
20. The Registrar of Companies will then register the company and issue the certificate of incorporation. (Sections 33 & 34).
21. The date given by the Registrar of Companies on the certificate of incorporation will be the date of incorporation of the company and on that date, the company will come into being as a separate legal entity. The cost for registering the Company will vary, depending particularly upon the Capital Structure of the Company. Registration Fees is prescribed under Schedule X of the Companies Act, which shall depend upon the Authorised Capital of the Company. The minimum Capital with which a Private Limited Company can be registered is Rs. 1 Lac. The provisions for issue of Sweat Equity as contained in S 79A of the Companies Act is as under : A company may issue sweat equity shares of a class of shares already issued if the following conditions are fulfilled , namely : (a) the issue of sweat equity shares in authorized by a special resolution passed by the company in the general meeting. (b) The resolution specifies the number of shares, current market price, consideration, if any, and the class or classes of directors or employees to whom such equity shares are to be issued. (c) not less than one year has, at the issue elapsed since the date on which the company was entitled to commence business. (d) The sweat equity shares of a company whose equity shares are listed on a recognized stock exchange are issued in accordance with the regulations made by the Securities and Exchange Board of India in this behalf. (e) In view of the above provisions, you can't issue Sweat Equity at the time of incorporation of your Company as one year has not elapsed since the date on which the company was entitled to commence business. Consequently, you can issue sweat equity shares only after the period of one year since incorporation.
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