Registration of A Company

INTRODUCTION


A company is an artificial person, intangible and existing just according to law. The executives of a company expect endeavors to be attempted by numerous people related to the company.
A promoter conceptualizes a thought for setting up a specific business and performs different formalities needed for commencing a company. He might be an individual, firm, association of persons or a company who attempts to shape a company concerning a given purpose and sets it proceeding to do whatever it takes to achieve that particular aim.


PREREQUISITES FOR REGISTERING A COMPANY


Before a company is registered, it is alluring to ascertain from the Registrar of Companies if the proposed name of the company is endorsed or not. A Promoter needs to choose the name of the company by selecting few appropriate names arranged by inclination as per the arrangements made by the National Company Law Tribunal through the Registrar of the State in which the company is to be registered in Form No. 1A alongside fees of Rs.100.

PROCESS OF REGISTRATION

  • DOCUMENTS TO BE SUBMITTED FOR REGISTRATION


After endorsement of the name, a few documents are to be properly stamped along with the necessary fees are to be submitted with the Registrar for registration of a company according to Sec. 7(1) of The Companies Act, 2013.

  • Memorandum of Association- The Memorandum of Association is the charter of the company which defines the reason for its existence (raison d’etre). It elaborates the ambit and extent of validity and powers conferred to the company by the law. The Memorandum of Association shall be duly signed by all the subscribers to the memorandum in the prescribed manner.
  • Articles of Association- Article of Association are the rules and regulations which are required for the proper management of the internal affairs of the company. It should be duly signed by all the subscribers to the memorandum in the prescribed manner. According to Section 10 of The Companies Act, 2013, the Article of Association when registered, binds the company and its members to the same extent as if it had been signed by the company.
  • Consent of All Directors- According to Section 2(13) of the Companies Act, 2013, a Director is a person through whom the company acts and does its business. The success of the company depends upon the intentions and integrity of its directors. The agreement which contains the terms and conditions proposed by the company with the directors during the time of appointment must be filed with Registrar. It is mandatory to provide a complete list of directors along with their details and if no separate list of directors is filed according to Section 149 of the Companies Act, then the subscribers to the memorandum of association are considered as first directors (Section 152). When Directors of a Company are appointed by the Articles of Association or named in the prospectus, a written consent to act as directors and also a written undertaking to take up and pay for the qualification shares if any are mandatory in Incorporation of a Company. After that, the particulars of the interest of first directors in other firms or bodies along with their consent as first directors need to be duly submitted with the registrar.
  • Statutory Declaration- A declaration stating that every prerequisite of the Companies Act and the guidelines thereunder have been conformed to must be submitted with Registrar. Such a declaration must be endorsed by a proposed director/ manager/secretary of the company or by a company or cost accountant or chartered accountant who is in whole-time practice in India.
  • Affidavit- An affidavit from the subscribers to the memorandum and from the first directors (if any) must be submitted with the registrar stating that they are not indicted for any offense regarding promoting, framing, or dealing with a company or have not been seen as guilty of any extortion or misfeasance, and so forth, under the 2013 Act or any past company law during the most recent five years.
  • Other Documents- Other documents like Notices of the Address of the office till its registered office is established, a Letter of Authority for Making Necessary Corrections in Memorandum, and Articles are to be submitted.

Punishment for Fraud (Section 7(5))
If any of the above-mentioned documents contained incorrect information at the time of incorporation then the person committing such fraudulent activities will be held liable under Section 447 and it is at the discretion of the tribunal to pass an order, as it thinks fit for securing ends of justice and in the public interest…

  • REGISTRATION OF THE COMPANY


The Registrar of Companies will then, at that point check the documents submitted for Registration and if there are any inconsistencies tracked down, the concerned person was called to visit the Registrar’s office to redress the errors in the documents. If documents are found altogether and the Registrar is satisfied with such submission then he shall register the documents submitted and enter the company’s name in the Register of Companies.

  • CERTIFICATE OF INCORPORATION


After that the certificate of incorporation is issued affirming that the company has been incorporated (Section. 7(2)]. On and from the date referenced in the certificate of incorporation, the Registrar will assign to the company a Corporate Identity Number which is to be the distinct identity for the company. It is mandatory for the company to maintain and preserve registered office copies of all the documents and information as originally filed under Section 7(1) till the company is dissolved.


CONCLUSION


According to the Companies Act 2013, the Registration of a Company is a mandatory process as it brings the company into existence as a legal person. The incorporation certificate acts as conclusive evidence to prove that all the requirements of The Companies Act have been complied with in respect of the registration of the company. Though the certificate of incorporation is conclusive proof, it doesn’t give liberty to the company to do illegal acts, also the validity of incorporation can be challenged before the tribunal. [Section 7(7)]. There are many advantages of incorporation of a company like it may help in increasing capital of company through transferability of shares also it gives the right to the company to sue. It allows the company to frame its own policies and to freely implement them. So the company should be registered in order to claim benefits provided in The Companies Act, 2013.

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