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Private Limited Company Registration Articles
24
Mar
17
Importance of Annual Filing

Company is a legal entity made up of association of people carrying on a commercial or industrial enterprise. Opening up and running a company is not everyone’s cup of tea .Several things needs to be kept mind while and after setting up a company. People need to obtain many documents, permits and go through several registrations. Company formation requires several taxes and other filings.

It is most important to keep a record of all these events with all the certificates and acknowledgments slips are to be kept carefully. It acts as solid evidence and helps you to file certain documents. This procedure is one of the most difficult tasks. All these documentations are carried out under The Companies Act,2013. This is the act required the same act, you are required to go through company annual filing.

Annual filing includes the filing of certain documents with the Registrar of Companies. Documents included are balance sheet, profit and loss account, annual return and compliance certificate. These documents are filed by filing some forms which can be filed online also. It ensures that you are keeping records of all the important happenings of your company properly. It helps you to run your company smoothly and point out any possible loopholes or mistakes. Detailed guidelines of annual filing are available on the MCA web portal.

Procedure for annual return filing

  • Prepare a financial statement of Company.
  • Appoint and Auditor for Company.
  • Conduct annual general meeting of the company
  • File annual with MCA

Company Annual Filing Importance

Company will face problems if a company does not annually file. Annual Return provides a detailed insight into the health and profitability of a company. It is a way to keep the workings of the company transparent.

  • One of the factors used to decide whether the company will receive additional or any funding at all.
  • Annual filing helps to decide the market price of the shares of the company in case of listed or on a stock exchange.
  • In case the company is going in a loss it helps to figure out what the next best action should be and the direction the company.

Guidelines of annual filing are available on the web portal of MCA

DIN(Director Identification Number) and DSC (Digital Signature Certificate) are required to complete the company annual filing. Annual filing can create some serious issues for you. It ranges from a fine to a victim of a bad image which will ultimately cost you, your investors and customers. This is very important to file all the documents on time and in order. Guidelines should be read properly. Legal advice is very much suggested. You need to verify all the documents and then only can you expect a successful annual filing.

For more information about Annual Compliance filing visit Registrationwala.com

23
Mar
17
Legal Requirements for Company Registration

Company incorporation is ideal process for every Business firm. It is a big, original and creative idea to form a company in reality. Company incorporation mainly follows Companies Act, 2013. Companies Act is a particular procedure to incorporate your company legally. There is a particular procedure given in the Companies Act, 2013 to incorporate a company. Business can be started or you can set your own company but it is not recognized legally as long as it is not registered. There are a certain series of legal services you will require while filing forms, producing documents, consulting and taking advice, registering all the documents etc.

Here are some legal services or consultation

  • Selection of the type of Business

There are many forms of Businesses such as Private limited Company, One person Company, Partnership firm, Limited liability partnership etc. Legal advice is required to avoid any kind of mistake. This will provide you with a clear picture of how all type of companies work.

  • Selection and Approval of a Company Name.

Selection and Approval is a process that requires certain things to be kept in mind while selecting a name of a company. There are certain legal procedures other than the need of the name being unique and easy to remember there are certain other legal procedures you need to keep in mind for e.g. In case of a private company also adding that the Private Limited Company was formed by conversion from a One Person Company. This may require legal assistance in searching a suitable name for your company and getting it approved.

  • Drafting a Memorandum and Article of Association.

Drafting of MOA and AOA follows a particular pattern. These have certain guidelines which include a certain type of information all related to your company. These are basically to avoid any kind of objections which may lead to rejection of your application. In case to create a MOA or AOA that suits your company’s specific needs, you might have to consider or seek legal advice. This will help you to draft a memorandum in the proper format as prescribed and required.

Decision on Forms of Company

  • Unlimited
  • Limited by Guarantee
  • Limited by Shares

Decision of the Types of the Company

Requirements of the Company Incorporation

  • Apply for DSC (Digital Signature Certificate) for directors of the company.
  • Apply for DIN (Director Identification Number)
  • Declaration of Share Capital of the company in case of a company limited by shares.
  • Filing of forms like SPICe form INC-32

It is very important and should be done very carefully. This also includes an application for name approval, DIN, application for registration of your company and TAN and PAN application.

Proper documents should be attached, In order to avoid any confusion and legal advice is generally taken.

  • Arrangement and production of different documents including identification and address proofs and also include the documents related to the registered office.
  • Drafting a business plan or budget plan
23
Mar
17
Maintenance of Minutes of a Company

Minutes is record of meeting or any official hearing in a Company . It is also called as protocols. These are mainly the written record of any official and influential gathering of a Company. Drafting and maintenance of minutes have traditionally been for a long time for Company secretary and have to Signed the Minutes it is a responsibility of Board .Minutes keeps a brief account of all the happenings and attendees of the gathering and are essentially required in certain legal registrations and procedures.

Minutes keeping is the responsibility of the Company Secretary. Companies even hire typists to maintain these minutes as they are obviously very essential. Books of minutes are maintained to keep a record of all minutes such as meetings like Board meetings, influential events and other types of events.  Minutes are maintained by Chairman are reviewed by concerning authority.

Minutes maintained by under following guidelines as mentioned in The Companies Act. Detailed Points are mentioned in that how you can manage the minutes of your Company.

  • Books of account should be recorded and maintained. A separate book should be maintained for Board meetings and related Committees.
  • Minutes should be maintained in either physical or in electronic form
  • Minutes can be maintained in loose-leaf form and should be bounded regularly.
  • In Minute’s recording should be done systematically. Mentioning of the general content is done first and then the specific content is mentioned.
  • Minutes should be recorded according to the proceedings of the meeting and It should be cent percent accurate. These are written in past tense and in third person form. However, resolutions are recorded in present tense.
  • After the proper recording, minutes are circulated amongst all the directors within the of 15 days. Directors are allowed to make comments. These comments are then recorded in the minute’s book in the span of seven days from the circulation.
  • These are signed by the Chairman of the specific or the next meeting along with the date and the place. If minutes are recorded electronically then it requires digital signing.
  • Minutes can be inspected by any Director, Auditor or Company Secretary of the Company is allowed.

Negligence of minutes can lead to a penalty. In case a company has not appointed a company secretary. In that case, the duty can be passed on to any Company authorized figure. The minutes are kept at the registered office. In minutes special alteration is permissible but only after the review of the Chairman. Minutes is helpful while filing certain registrations but they help maintain a detailed description of every important meeting and events occurring in the Company.

Regiistratonwala helps you to Maintain Minutes of your Company 

21
Mar
17
Role of Promoters in Company Formation or incorporation

Promoter is a person, company, or a firm to bring a company into existence. It can be the person who can act with reference to the formation of a company or in aid of its organization. Promoter conceives an idea for setting-up a particular business at a given place and performs various formalities and functions which are required for starting a company.

Promoter is actually a term associated with the person who starts a business. It has various privileges and benefits associated with his status as the person who kick-started the operations. It logically means the person who started the company.

Characteristics of the Promoter

  • Promoter conceives an idea for the setting-up a business.
  • Promoter makes preliminary investigations and ensures about the future prospects of the business.
  • In promotion, various people are brought together who agree to associate with him and share the business responsibilities.

Promoter has not been defined in any company law. But, it finds mention in a number of statutes  

  • Any person who is in control of the target company
  • Any person named as promoter in any offer document of the target company
  • Any shareholding pattern filed by the target company with the stock exchanges pursuant to the listing agreement

There are certain kinds of Promoters. Following are the types:

Professional Promoters: There are specialized people for a promotion of a company. Companies are handed to shareholder in starting. In many countries, promoters have important roles to play and help the business community.  India lacks in professional promoters.   

Occasional promoters take interest in floating some companies. They are not only for promotional work but they are on a regular basis ie. take up some early promotion and then go for an earlier profession.  

Financial promoters may take up the promotion of a company. They generally when financial environment is favourable at that time.

Managing agents as promoters-Duties of a managing agent are to promote new company. People may float new companies and get their managing agents.

 Duties of a Promoter:

  • Promoter should not make secret profits out of the dealings of the company.
  • Promoter must deposit with the company all money received on its behalf.
  • Promoter exercise due diligence and care while performing the work of a promoter.
  • Promoter will be personally responsible for all the preliminary contracts till all these are approved by the company.
  • Promote compensate any person who made investments in the company on the basis of untrue statements made by the promoter.

Formation of a Company involves the following stages

  • Promotion
  • Incorporation
  • Capital Subscription Stage
  • Commencement of Business

Stages of promotion

Identification of Business Opportunity is the first stage in promotion of a business.  It visualizes the opportunities for a particular type of business and it can be run profitability. The idea may be to exploit a new area of natural resources or a venture in the existing line of business. Promoters develops the ideas with the help of technical experts of that field

Detailed Investigation is the second stage. There are various factors relating to the business are studied from a practical point of view. The demand for the product is estimated and the likely business share is determined. After determining the prospective demand, the promoter thinks of arranging finances, labor, raw materials, power, etc. The cost structure of the product is analyzed to find out profitability from the venture. An expert opinion is sought upon the viability of the project.

Signatories to Memorandum are names of People to be the signatories to the memorandum of association. Usually, the first signatories to the memorandum become the first directors of the company. The written consent of the persons to act as directors is taken and they are asked to take qualifying shares of the company.

Appointment of Professionals is a stage of raising funds and deciding about various contracts. Promoter appoints the brokers and underwriters to ensure the availability of capital by sale of company’s securities. They also appoint solicitors to deal with legal matters of the company.

 Preparing necessary Documents is a step to prepare legal documents of the company which have to be submitted to the Registrar of Companies at the time of incorporation. The documents which are required to be prepared include MOA, AOA, Prospectus, etc.

For more about company incorporation visit Registrationwala.com

20
Mar
17
Memorandum of Association of Private Limited Company

Memorandum of Association (MOA) is the company’s sanction that sets down constitution of the company containing certain fundamental matters. MOA is a basic document that oversees the relationship between the company and the outside. Memorandum of association is mandatory for every company. It is the charter of the company which defines powers and limits of the company. It characterizes the objects of your organization or company.

Memorandum of Association is basically an archive that diagrams the degree inside which your business can work. MOA’s purpose is to display the permitted range or action of the company and it characterizes the parameters of your company. It is a supreme document of the company. It is one of the records required to join a company in India and states the accompanying

  • The company’s name
  • Its capital clause
  • The object clause
  • The clause of Association.
  • The circumstance of its enlisted office
  • The facts related to limited liability

Contents of memorandum of association

Name Clause: Name of the Company must be stated with the last word ‘Limited’ in case of Public limited company and ‘Private Limited’ in case of Private limited Company. There are provisions in the Company’s act which states certain rules regarding undesirable name.  

Situation Clause: MOA must mention the state in which the registered office of the company will be located. Domicile should be stated for the determination of jurisdiction of court and registrar.

Object Clause: In object clause only one activity can be included in the main object of MOA and relating to that activity any activity can be carried out

Liability clause: Company must state the member’s liabilities whether limited or unlimited. Member of the company are affected by this clause. Company does not have authority to increase the liability without the written consent.

Capital Clause : Memorandum of Association of the company having shared capital is required to show the shared capital amount.

Association and Subscription Clause: It provides each subscriber to take at least one share in the company is required to state the number of shares. Every subscriber is required to take at least one share in the company and it should be mentioned in front of his/her name in the subscription clause.

10
Mar
17
What is Director Identification Number?

Director of the company is the leader or person from a group of managers who leads or supervises a particular area of a company. The progressive decision of the company can be taken by the director. Director can appoint employ in the company. There are different kinds of Director such as Executive director, Managing director, Nominee director or Alternate director.   

Director Identification Number is the identity of the director. It is an 8 digit number required for the existing or proposed director of the company.DIN was introduced in Companies Act, 2006. The DIN holder should inform MCA/Central Government about any change in any information. The Database is always kept live. DIN was mainly introduced to keep the database of the incorporated company and database of the director.DIN keeps all the information about the company so that the directors do not cheat.

Facts of DIN

  • Unique 8 Digit number allotted to the DIN applicant.
  • Lifetime validity and no filing are required to maintain validity.
  • DIN and DPIN can be interchanged.
  • Processing time is very less.DIN is received immediately.

DIN is compulsory for the person who wants to become Director at any time whether at the time of Incorporation or in existing company.DIN is needed for directors in One person Company, Private Limited Company, and other Limited Liability Company).It is not required for the shareholder.

Director should download and fill up e-Form DIR-6. In such cases the same process for uploading the same as mentioned for e-Form DIR-3. The requested change is taken into the system on verification of the proof enclosed with the application for the change request. In the case of a change in applicant’s name, gazette notification is must with form DIR-6.

In case a woman is a married woman and having Id proof with their maiden name, can submit marriage certificate along with the application. Verification as per Form DIR-7 of Companies Act 2013 will also be attached to Form DIR-6. Since it has become mandatory to attach now.

  • DIN can be searched on the MCA online portal facility.
  • Go-to DIN facility for the allotment of DIN
  • A person wants to become director can File Form DIR-3 For DIN

Documents Required

  • Passport Size Photograph
  • Proof of identity of the person (Voter id, Aadhar, and DL)
    • PAN is mandatory for Indian Nationals
    • DSC Required
    • Passport is mandatory for Foreign Nationals
    • Visit DPIN/DIN approval letter to check the allotment information.

(All Documents must be self-attested and Certified by Professional)

Provisional Director Identification Number

It is an automatically generated number after DIN application. It is an allotted in case of any defect in the application. A letter is provided in case of defect and resubmission. In that case, the application is re-filed with correction with Chartered Accountant and Company Secretary within 15 days.

Case of Rejection of DIN

  • The proof of identity of the applicant is not submitted.
  • The proof of father's name of the applicant is not submitted.
  • The proof of date of birth of the applicant is not submitted.
  • The proof of residential address of the applicant is not submitted.
  • The copy of passport (for foreign nationals) is not submitted
  • In case the applicant’s name or Father’s name abbreviated form. The name should be in full form even if abbreviated in the ID proof.
  • Mismatch in the name or father’s name. This includes mismatching spellings or minor spelling derivations.
  • Usage of Prefix Mr./Mrs./Miss in the name.
  • Error in Residential Proof.
  • Expired attached Documents (Passport, Dl, ID Proof)

Invalid Application/supporting Documents

  • The supporting documents are invalid or expired.
  • The application/enclosed evidence has handwritten entries.
  • The proof of identity submitted has not been issued by a Government Agency.
  • The submitted application is a duplicate DIN application and already one application of that applicant is pending or approved.
  • The signatures are not appended to the prescribed place.
  • The applicant's name filled in application form does not match with the name in the enclosed evidence.
  • The submitted application does not have photograph affixed.
  • The applicant's date (DD/MM/YY) of birth filled in application form does not match with the date of birth in the enclosed evidence.
  • The applicant's father's name filled in application form does not match with the father's name in the enclosed evidence.
  • The address details filled in the application do not match with those contained in the enclosed supporting evidence.
  • The gender is not entered correctly in Form DIR-3.
  • Identification number entered in the application does not match with the identity proof enclosed.
  • If enclosed documents are not self-attested.

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