CS Surbhi Bansal (Self Employed) (131 Points)
28 April 2011hello all,
My question is that Our company is a Electrical Work (P) Ltd. company and have the sufficient NOF
and want to registered as NBFC With RBI
So what are the step of our Company has take in this concern........
such as Name Change And other related term in this regard
please guide me in this matter as soon as possible
Thanks
s
Anil Yuvraj Khatri
(... )
(58 Points)
Replied 28 April 2011
Dear Surbhi...
pls follow this procedure :---
Non banking financial company are those companies which are registered under the companies act and is engaged in business of loans and advances acquisition of shares/bonds/debentures and which are issued by the government or any other local authority under the government. It also include such kind of companies which are dealing in hire purchase, insurance business, chit business. The registration of NBFC is very important for the regulation of capital and money market and also to protect the interest of the depositors. All the companies whose financial assets exceed 50% of the total assets and income, then it is necessary for that company to go for RBI registration.
The NBFCs that are registered with RBI are:
* (i) equipment leasing company;
* (ii) hire-purchase company;
* (iii) loan company;
* (iv) investment company.
With effect from December 6, 2006 the above NBFCs registered with RBI have been reclassified as
* (i) Asset Finance Company (AFC)
* (ii) Investment Company (IC)
* (iii) Loan Company (LC)
AFC would be defined as any company which is a financial institution carrying on as its principal business the financing of physical assets supporting productive / economic activity, such as automobiles, tractors, lathe machines, generator sets, earth moving and material handling equipments, moving on own power and general purpose industrial machines.
Principal business for this purpose is defined as aggregate of financing real/physical assets supporting economic activity and income arising therefrom is not less than 60% of its total assets and total income respectively.
The above type of companies may be further classified into those accepting deposits or those not accepting deposits.
Besides the above class of NBFCs the Residuary Non-Banking Companies are also registered as NBFC with the Bank.
Regards
:-)) :-))
CS Surbhi Bansal
(Self Employed)
(131 Points)
Replied 29 April 2011
thanks Anil for your valuable copration.
can you please suggest me that as our company is electrical work private ltd co.
so what are the necessary step which we have to take before registration.
please help me if you can
Regards
Anil Yuvraj Khatri
(... )
(58 Points)
Replied 29 April 2011
I HOPE .... THESE INFORMATION WILL BE HELP-FULL TO YOU.....
First step: Registration of the Company Name
The first step is of course to register the company name.
The name you chose for your company must not be identical to/or nearly resemble the name of any existing registered partnership or company.
We recommend you to reserve three names ranked by priority to maximize the chances of success. Your company name will be registered in Thai Language, even if the name of your company is in English (the translation from the foreign name into Thai will be done in phonetic).
You may not use certain terms are prohibited. For example, you may not use the term “investment” in your company name but the term “capital” is ok.
Once approved, the corporate name is valid for 30 days. No extension is allowed. In other words, the next step of the registration of the company must be completed within 30 days from the registration of the name.
If you are French, have a Thai French speaker translate the name of your company for you because of translation issues.
Do not take a name that is too long to write. Do not forget that your clients will have to write it on your checks. So the more complicated the name the more mistakes your clients will make when drafting your checks.
Note that if you liquidate a company and set-up a new company there will be a waiting period of 2 years before you can use again the name of the first company.
Note that you can use the same name for several companies if you accompany the name of a different figurative word. For example RP Services, RP Estate, RP Properties, RP Capital…
Finally, the name of your business can be different from your company name.
Second step: Filling the Memorandum of Association
The second step to register your company is to file the Memorandum of Association.
The Memorandum of Association is the agreement made by the three individuals that are the founders (promoters) of your company. The Memorandum of Association must contain:
(1) the name of the proposed company, which must always end with the word “limited”; [ you can actually use foreign denomination that means Limited. For example French people can actually use the SARL instead of Limited]
(2) the province of the Kingdom were the registered office of the company will be situated;
(3) the objects of the company;
(4) a declaration that the liability of the shareholders will be limited;
(5) the amount of share capital which the company proposes to be registered, and the divisions thereof into shares of a fixed amount;
(6) the names, addresses, occupations and signatures of the promoters [the promoters are individuals only], and
(7) the number of shares subscribed by each of them.
The memorandum must be made in one original copy at least and signed by the promoters, and the signatures of the promoters must be certified by two witnesses.
Third step: The Statutory Meeting:
The next step is to convene a statutory meeting of the promoters.
Before 1st July 2008, it was necessary to wait a minimum of 7 days from the date of registration of the Memorandum of Association before to convene the statutory meeting. Since the 1st July 2008, you may convene the statutory meeting the same day you register the Memorandum of Association.
The statutory meeting purpose is
(1) to adopt the regulations (Articles of Association) of the company,
(2) to ratify any contracts entered into by the promoters or any expenses incurred by the promoters in promoting the company;
(3) to fix any amount to be paid to the promoters;
(4) to fix the number of preference shares (if any) to be issued, and the nature and extent of the preferential rights accruing to them;
(5) to fix the number of ordinary shares or preference shares to be allotted as fully or partly paid up otherwise than in money, if any, and the amount up to which they shall be considered as paid up;
(6) to fix and determine the services or property in return for which such ordinary shares or preference shares shall be allotted as paid up otherwise than in cash and to appoint the first directors and auditors and the fixing of their respective powers.
Now while the statutory meeting is actually a very important step of the registration of a company I have never actually seen such meeting actually happening. It is most of the time regrettably a “paper meeting”.
Fourth Step: The Company Registration per se
Your company will be fully incorporated upon the registration of the application to establish the company at the Ministry of Commerce.
This formality may now be made on the same date than the registration of the Memorandum of Association, providing however that all other formalities (statutory meeting) have been completed.
To the latest, this formality must be made within 3 months of the date of the statutory meeting. You may register your company later (after 3 months) but you will have to provide a letter explaining the reason for the delay.
Particulars to be mentioned in the application to register the company:
The application must contain the following particulars;
(1) the total number of shares subscribed or allotted (distinguishing ordinary shares from preference shares if any);
(2) the number of ordinary shares or preference shares allotted as fully or partly paid-up otherwise than in money, and in the latter case, the extent to which they are paid-up;
(3) the amount already paid in money on each share; the total amount of money received in respect of shares;
(4) the names, occupations and addresses of the directors and if the directors have, power to act separately, their respective powers and the number or names of the directors whose signature is binding on the company.
(5) The application must also contain the period for which the company is registered, if any has been fixed;
(6) the address of the principal business office and of all branch offices and any other particulars, which the directors may deem expedient to make known to the public.
Note also that it is at this step of the registration process that the Thai shareholders of your company will be compelled to disclose the source of their investment (if applicable).
If you register a company for the purpose of purchasing land, you must also take into account that your Thai shareholders shall also be subjected to disclosure of their investment by the Land Department.
The scrutiny exercised by the Land Department is more in depth so do not forget to tell your advisor if you intent to purchase land.
It is also at this step that you will need if you are the director of the company to sign the receipt attesting that each shareholder has paid his/her shares subscriptttion. The receipt must be signed by the director and mention, the name of the shareholder, the amount paid, the amount of shares purchased, the value per share and that the money is collected for payment of the capital. Note that all shareholders that will be on the first shareholder list of the company will have to sign a receipt as well. Shareholders that enter at a later stage do not need to sign anything but for the share transfer documents.
Step 5 and 6: Post Incorporation Formalities
Once your company has been registered you will also need to apply and obtain a company corporate tax I.D. card and number from the Revenue Department within 60 days of incorporation or the start of operations.
Note that this formality can now be completed online. Note also that you will need to register the company Tax I.D. in order to open a corporate bank account. Banks do not open corporate account to companies that have no tax I.D. card.
Speaking of opening the company account; if a foreign director of a company does not have a work permit, the bank will generally request that the application documents for the opening of the company corporate account be co-signed by a Thai director.
Finally be reminded that companies having a turnover of more than 1,800,000 baht per annum must register for VAT.
Note that if you wish to obtain a work permit you will need to register your company to the VAT immediately
Anil Yuvraj Khatri
(... )
(58 Points)
Replied 29 April 2011
|
Step |
Formalities |
Remarks |
| 1. | Registering the name of the company | Provide at least 3 names in the case one name is already taken |
| 2. | Preparing and Filing the Memorandum of Association | The memorandum must be signed by minimum 3 promoters and 2 witnesses. The Promoters may only be individuals |
| 3. | Statutory Meeting | An important step of the incorporation of a company. Regrettably it is nearly always a paper meeting |
| 4. | Filling the Company Registration Documents | It is at this stage that the Thai Shareholders may if certain conditions are fulfilled have to disclose the source of their investment. |
| 5 | Registering the Tax Id | Must be done within 60 day after the company incorporation |
| 6 | Registering the company to the VAT | Only if company is doing a VAT supported type of business and if it have a turnover of more than 1,800,000 THB per year. |
The government fees applicable at the time of incorporation of the company are as follows:
SkDash
(CS (Member) CWA (Final))
(909 Points)
Replied 29 April 2011
1. Change the MOA to add NBFC Business
2. Chnage the name of the Co in consonance with the name
3. Apply to RBI for NBFC regn
Suggest to consult with RBI before doing any change
CS Surbhi Bansal
(Self Employed)
(131 Points)
Replied 29 April 2011
thanks Anil And santosh.......
I also want to know that if as Our co. name is such as Surbhi Electrical work private limited is an existing company so it is mandatory to change its name or its is enough to change the main object of the moa.......
please guide me if u can
Anil Yuvraj Khatri
(... )
(58 Points)
Replied 29 April 2011
A Private Limited Company is a Company limited by shares in which there can be maximum 50 shareholders, no invitation can be made to the public for subscripttion of shares or debentures, cannot make or accept deposits from Public and there are restriction on the transfer of shares. The liability of each shareholder is limited to the extent of the unpaid amount of the shares face value and the premium thereon in respect of the shares held by him. However, the liability of a Director / Manager of such a Company can at times be unlimited. The minimum number of shareholders is 2.
A limited company has following advantages:
· Members' (the directors and shareholders) financial liability is limited to the amount of money they have paid for shares.
· The management structure is clearly defined, which makes it easy to appoint, retire or remove directors.
· If extra capital is needed, it can be raised by selling more shares privately.
It is simple to admit more members.
· The death, bankruptcy or withdrawal of capital by one member does not affect the company's ability to trade.
· The disposal of the whole or part of the business is easily arranged.
High status.
A limited company has following disadvantages:
· Requirement to register the company with the registrar of companies and provide annual returns and audited statement of accounts. All details of the company are available for public inspection so there can be no secrecy. There are penalties for failing to make returns.
· Can be more expensive to set up.
· May need professional help to form.
· As a director, you are treated as an employee and must pay tax.
· The advantages of limited liability status are increasingly being undermined by banks, finance house, landlords and suppliers who require personal guarantees from the directors before they will do business.
The choice of entity depends on circumstance of each case. Private Limited Company has lesser number of compliances requirements. Therefore, generally where there is no requirement of raising of finances through a public issue and the ownership is intended to be closely held by limited number of persons, Private Limited Company is the best choice.
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An application in Form No. 1A needs to be filed with the Registrar of Companies (ROC) of the state in which the Registered Office of the proposed Company is to be situated. The application is required to be signed by one of the promoters. The details to be state in the said application are as follows:1. Four alternative names for the proposed company. (The name can be coined names from the objects of the proposed company or the names of the directors, etc. but should definitely be indicative of the main object of the company. Justification for the name needs to be specified along with the application)2. Names and addresses of the promoters (Minimum 7 for a public company while 2 for private company).3. Authorized Capital of the proposed company.4. Main objects of the proposed company.5. Names of other group companies. On submitting the application, the ROC scrutinizes the same and sends the approval / objections in about 10 days to the applicant. On fulfilling of the objections a formal letter of name approval is issued.
1. MOA and AOA - These are required to be executed by the promoters in their own hand in the presence of a witness in quadruplicate stating their full name, father's name, residential address, occupation, number of shares subscribed for, etc.
2. Form No. 1 - This is a declaration to be executed on a non-judicial stamp paper of INR 20 by one of the directors of the proposed company or other specified persons such as Attorneys or Advocates, etc. stating that all the requirements of the incorporation have been complied with.
3. Form No. 18 - This is a form to be filed by one of the directors of the company informing the ROC the registered office of the proposed company.
4. Form No. 29 - This is a consent obtained from all the proposed directors of the proposed company to act as directors of the proposed company. (Not required in case of private company).
5. Form No. 32 - This is a form stating the fact of appointment of the proposed directors on the board of directors from the date of incorporation of the proposed company and is signed by one of the proposed directors.
6. Name approval letter in original.
7. Power of Attorney signed by all the subscribers of MOA authorizing one of the subscribers or any other person to act on their behalf for the purpose of incorporation and accepting the certificate of incorporation.
8. Power of Attorney in case of a subscriber who has appointed another person to sign the MOA on his behalf.9. Filing fees as may be applicable.
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