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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 

22
Mar
17
Nidhi Company can give loans

Nidhi Company has been taken from the Hindi word ‘Nidhi’ means treasure. Nidhi company follow Companies Act, 2013.These companies are mainly formed for savings. Nidhi companies are also called the mutual benefit society.

Nidhi Company creates the habit of thrift and savings amongst its members. Members can receive deposits and they can lend as well for their mutual benefit.These companies are considered as the secured means of investment. In Nidhi company loans can be can be approved and deposits can be accepted between its members.

Provisions of Loan in Nidhi Company

  • There are provisions for loans in the Ordinary Course of Business but the amount of interest on such loan shall be at least the rate of interest prescribed by RBI.
  • In some cases, the guarantee is given by company against the loan taken by its Subsidiary Company from the bank or financial institutions.
  • Approval of certain ministry should be taken Ministry or department of Central Government and/or State Government prior to giving of any loan or guarantee or security.

Loans can be provided to its members.

There are certain limits on which can be provided

  • Two lakh rupees, where the total amount of deposits of such Nidhi from its members is less than Two Crore rupees.
  • Loans can be provided to its members on the basis of some security.
  • Gold, silver and other types of jewellery. There should be the repayment period of one year which should not exceed one year.
  • The Total loan against the immovable property shall not exceed fifty per on the overall date of approval by the board. The repayment period should not exceed 7 years.
  • Receipt of Fixed deposits, National Savings Certificates, other Government Securities and insurance policies.
  • The maturity date of such securities shall not fall beyond the loan period or one year.
  • In the point of provisions of loan in Nidhi Company you use the definition of loan to directors which is not right.

Sometimes loan against fixed deposits, the period of loan shall not exceed the unexpired period of the fixed deposits.

 

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.

20
Mar
17
Trademark Rules 2017, Trademark fee

On 6th march, 2017 Government of India has replaced Trademark Rules 2002 with an Introduction of Trademark Rules, 2017.New Rules that has simplified trademark filing process. There has been an increase in Trademark fee for corporate entities.

Application fee of new trademark registration has been increased or certification mark, collective mark or series of marks for goods and services has been increased to Rs. 9000 in the case of e-filing and Rs.10000 in case physical filing.

The reduced fee of Rs.4500 for e-filing and Rs.5000 for physical filing as prescribed fee in case of individual start-up and small enterprises

Small enterprise in Trademark Rules 2017

Mostly enterprises engaged in manufacture or production of goods. Investment where the plant and machinery are not specified for a medium enterprise.

There are some enterprises which are engaged in providing or rendering services, it is also an investment in equipment is not more than the limit specified for the medium enterprise under a certain clause of trademark Rule 2017.

Start-up as per Trademark Rule, 2017    

Start-up is recognized as a competitive entity or authority under Start-up India Initiative. In a case of a foreign entity which fulfils the criteria for turnover and period of incorporation/registration as per start-up India initiative and submitting the declaration to that effect. 

Expedited process for Trademark Registration

There has been the introduction of an expedition under Rule 34 by the Government. In that case, only e-filing expedited trademark processing is allowed. The Government fee for trademark processing is Rs.20000 for individuals, start-ups and small enterprises. In the case of all other entities, the fee for expedited trademark processing is Rs.40000.

Trademark fee for Opposition and Rectification

Fee of notice of opposition under Section 21(1),64,66 or 73 or application for rectification of register under section 47 to 57, 68,77 or application under rule 99,103, 140 the fee is application is Rs. 2700  for e-filing and Rs 3000 that is also for physical filing.

Trademark fee for Renewal

Trademark fee for renewal of an existing trademark registration is Rs.9000 for e-filing and Rs. 10000 in a case of physical filing.

Trademark fee for Restoration and Renewal

The application for renewal and restoration must file under section 25(3),25(4) for each class. In case such of application trademark, renewal and restoration would be Rs.18000 for e-filing and Rs.20000 in case of physical filing.

Trademark fee for Search Certificate

Trademark fee for issue of Search Certificate is Rs.9000 for e-filing and Rs.10000 in case of physical filing. The expedited issue of search certificate would Rs.30000 for e-filing.

15
Mar
17
How to get Import Export Code Sole proprietorship

Sole proprietorship is the easiest form of firm to create. Sole proprietorship can be formed by anyone and get an IEC code in India. It is a type of Business that has a single owner who pays income tax on the profit earned on Business. Sole proprietorship is a popular business form due to its simplicity, ease of setup, and nominal cost and has no separate identity under the law.   

Import is an international as well as domestic form of business in which exchange of goods and services across the international borders takes place. It is a one the most rapid of Business in International trade. This Trade exists because one group or a country has a supply of some commodity or merchandise that is in demand by another.

Import Export Code (IEC) is a unique code issued by Director General of Foreign Trade, Ministry of Commerce. It is compulsory because without this you will not be entitled to Import and Export Business. It is required for the limited services where it requires specific service or technology.

Process of getting the IEC code in India

Registration of your Proprietorship is a good practice since it is an unregistered form of business, but it has to be registered by seeking the local license. If you are dealing in products i.e. selling goods, then you need registration under VAT. If you are a service provider then you need to be registration under Service tax.

Open a Current Account after getting the proprietorship registration. A Current account can be opened with any bank in India. It is important because cancelled cheque is the mandatory requirement in getting the IEC.

Collection of Mandatory Documents is necessary before you going forward with the IEC application, make sure you have the required documents:

  • Copy of PAN card
  • Copy of ID proof
  • Passport size photograph
  • Copy of cancelled cheque

Apply for Digital Signatures after collecting the mandatory documents. Apply for digital signatures certificates. Since the IEC code is completely online, one must secure a digital signature to sign and submit the online Import Export Code (IEC) application.

Apply for IEC Code after collecting all the requisite documents and digital signatures. Apply for IEC code in India. An application should be filed with due care to avoid any chance of being rejected.

11
Mar
17
Mandatory compliance for LLP

Compliance is a process of filing certain forms or information to the central government as the statutory requirement. Compliance follows the principle of maintenance where you need to spend some money to maintain. The company is liable to certain compliance which needs to be completed with a month from Date of Incorporation.

 It helps the entrepreneur to do business with comfort and ease. Registered LLP needs to file Annual returns and statement of account for each financial year. Returns are mandatory to be filed whether doing any Business. 

There are basically three mandatory compliance requirements to be followed by LLPs.

Filing Annual Return

Annual Return or Form 11 is a summary or an indication of any change in the management. The annual return should be filed in Form 11 to the Registrar within 60 days from the closure of a financial year.

Filing Annual Accounts or Statement of Accounts or P&L and Balance Sheet

Books of Accounts are maintained in LLPs through Double Entry System. LLPs also need to prepare a Statement of Accounts every year ending on 31st March.

In some cases, LLPs should file Form 8 with the Registrar of Companies on or before 30th October every year.

Form 8 is applicable to the LLPs registered till 30th September 2015.

In case registration after 1st October 2015, the Annual Statements should be filed in 2017.

LLP Stationary

LLP seal is required to open a bank account and for application of PAN. Hence LLP should have two rubber seals around with LLP name and LLP name with designation can be purchased on Incorporation of the company.

Letter Head is an important stationary. There are some other documents which are required official documents and invoice.

Books of Account maintenance is a requirement of every LLP. It can be maintained manually as well electronically (Tally or QuickBooks).

LLP Bank Account opening

  • Copy of LLP agreement
  • Copy of Incorporation document or DPIN
  • Copy of LLP registration certificate issued by the ROC
  • Copy of the resolution to Open bank Account.
  • List of Authorized people duly signed and attested by the designated partner.
  • Copy of PAN allotment letter.
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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