2. Abbreviation Under Companies Act
2
(C) ARUN VERMA
AOA Articles of Association
BOC Book of Accounts
BOD Board of Directors
CEO Chef Executive Officer
COO Chief Operating Officer
DIN Director Identification Number
DIR Director
FC Foreign Company
GDR Global Depository Receipt
IDR Indian Depository Receipt
INC Incorporation
KMP Key Managerial Personnel
LLP Limited Liability Partnership
MD Managing Director
MOA Memorandum of Association
OPC One Person Company
POA Power of Attorney
ROC Registrar of companies
SRN Service Request Number
URC Under Rules of Companies
WTD Whole Time Director
OPC One Person Company
3. Steps to Register a new Company
• Apply for the name of the company to be registered by filing
Form INC-1 for the same. After that depending upon the
proposed company type file required incorporation forms
listed below.
• Form INC-7 or Form INC-2 : Form INC-7 for Application for
incorporation of a company (Other than OPC) or Form INC-2
for Application for Incorporation of OPC.
• Form INC-22 : Notice of situation or change of situation of
registered office based on the option chosen in Form INC-7.
• Form INC-22 is to be filed within 30 days from the date of
Incorporation of OPC (If the registered address is different
from the address given in Form INC-22) or other than OPC (if
not filed earlier).
• Form DIR-12: Particulars of appointment of directors and the
key managerial personnel and the changes among them. This
form is to be filed by OPC in case promoter is not the sole
director or there are more than one director in an OPC.
3
(C) ARUN VERMA
4. • In order to register Part I Company, applicant
is required to file Form INC-1 for name availability.
After approval of the same, applicant is required to
file Form No. URC-1 along with filing e forms INC-7,
INC-22 and DIR-12 or e-forms INC-7 and DIR-12 as
the case may be.
• To register a section 8 company, applicant is
required to file Form INC-1 for name availability.
Once the name is approved/made available, there is
a further requirement of obtaining a license for a
Section 8 Company, for which Form RD-1 is to be
filed in order to obtain a license for such company.
After obtaining license number, applicant can
proceed further to incorporate a company by filing e
forms INC-7, INC-22 and DIR-12 or e-forms INC-7
and DIR-12 as the case may be.
4
(C) ARUN VERMA
5. Registration of Foreign Company
• Any foreign company can establish its place of
business in India by filling Form FC-1
(Documents delivered for registration by a
foreign company). The eForm has to be digitally
signed by authorized representative of the
foreign company.
• There is no need to apply and obtain DIN for
Directors of a foreign company but the DSC of
the authorized representative is mandatory,
which again is not required to be registered on
MCA Application.
5
(C) ARUN VERMA
6. INCORPORATION OF COMPANIES
COMPANY CATEOGORY
1.Public Limited
2.Private Limited
3.Section 8 company
4.Registration of company under PART IX
5.Producer Company
TYPES OF COMPANIES
1. Company limited by shares
2. Company limited by guarantee
3. Company with unlimited Liability
PUBLIC LIMITED COMPANY
1.Minimum seven subscribers
2.Minimum paid up capital of Rs.5 lacs
3.Minimum three directors
PRIVATE LIMITED COMPANY
1.Minimum two Directors
2.Minimum paid up capital Rs.1 lac
3.Minimum two directors
6
(C) ARUN VERMA
7. Incorporation of company
Formation of a company involves following procedures –
a) Approval of name.
b) Drafting of Memorandum of Association, typed on stamp
paper and signed
c) Articles of Association duly typed on stamp paper and signed
(not essential in case of public limited company limited by
shares, but still almost invariably submitted).
d) E-filing of documents
e) Submission of required papers like Statutory declaration of
compliance, Power of Attorney
f) Payment of filing Fees.
g) Correcting Memorandum and Articles if required by ROC by
person holding Power of Attorney
h) Filing final copy of Memorandum and Articles in pdf format,
if corrections were made.
i) Collect certificate of incorporation by holder of Power of
Attorney.
7
(C) ARUN VERMA
8. Fees payable for registration of a company
• Fees payable for registration of a company having share capital
depends on nominal share capital and varies from Rs 4,000 to Rs
2,00,04,000. [Rs two crore and four thousand], as follows –
(C) ARUN VERMA
8
Nominal share capital
(Authorised Capital)
Registration fees Rs
Not exceeding Rs One lakh 4,000
Above Rs one lakh and upto
Rs five lakhs
4,000 plus Rs 300 for every Rs 10,000 or part
thereof above Rs one lakh
Above Rs five lakhs and upto
Rs fifty lakhs
16,000 plus Rs 200 for every Rs 10,000 or part
thereof above Rs five lakhs
Above Rs fifty lakhs and upto
Rs One crore
1,06,000 plus Rs 100 for every Rs 10,000 or
part thereof above Rs fifty lakhs
Above Rs one crore and upto
Rs 397.96 crore
1,56,000 plus Rs 50 for every Rs 10,000 or
part thereof above Rs One crore
Rs 397.96 crore and above Rs two crore and Rs 4,000 (2,00,04,000)
9. MOA REQUIREMNET
1. Name Clause: Name with the word ‘Limited’ for limited company
and ‘ Private Limited’ for private limited company.
2. Registered Office Clause: State in which Registered office is
situated
3. Object Clause: Objects of the Company
i). Main objects
ii). Incidental objects
iii) Other objects
4.Liability clause
i). Company limited by shares or by guarantee should state that
members liability is limited.
ii). Company limited by guarantee should state specifically the
members liability in case of winding up.
9
(C) ARUN VERMA
10. MOA REQUIREMNET
5. Capital clause
Company having share capital , the capital should be
stated with division unless it is an unlimited company no
subscriber shall take less than one share Each
subscriber should write opposite to their name the no of
shares subscribed.
6.Form of MOA should be in Table B, C, D and E of
Schedule I (Sec.14)
Printing and signing of MOA (Sec.15)
7.MOA Should be printed
8.MOA Should be divided into paragraph and
consecutively numbered
9.MOA Should be signed by the subscriber by adding his
name, address and occupation witnessed by at least one
witness.
10
(C) ARUN VERMA
11. AOA REQUIREMNET
1.Private Company limited by shares Conditions specified
in sec. 3(i)(iii)(a),(b),(c) and (d) to be specified.
2.In case of company liability by guarantee, No of
members should be mentioned.(Sec.27)
3. In case of unlimited company, the no of members and
the company having share capital, the amount of share
capital to be mentioned.(Sec.27)
4. Adoption of Table A (for company limited by shares)
and Table C ,D and E are optional.(Sec.28)
Regulations of AOA should not be inconsistent with
any provisions of the Companies Act.
11
(C) ARUN VERMA
12. REQUIREMENT FOR REGISTRATION
1.Filing of MOA, AOA, copy of agreement if any entered
for appointment of MD or WTD and declaration in
Form1with ROC (Sec.33)
2.Filing of form32
(Before filing mandatory DIN has to be obtained
section266)
3. Filing of Form 18
4.Filing of Power of Attorney
5.Certified copy of Board resolution in case a company is
the subscriber.
12
(C) ARUN VERMA
13. REQUIREMENT FOR REGISTRATION
• The resolution should specify the name of proposed new
company, name of authorised representative, No of
shares subscribed and also general power to make
corrections ,modifications in the incorporation
documents on company behalf.
6. In case of foreign promoter company, the Board
resolution should be notarised by the foreign notary
7. In case the MOA and AOA are executed out of India, it
should be notarised by the Notary of that foreign
country and apostilised by the Indian consulate or duly
apostilised in accordance with the “Hague convention”
if that foreign country is the member country to the
Hague convention,1961.
13
(C) ARUN VERMA
14. REQUIREMENT FOR REGISTRATION
8. Subscribers name, address and occupation should be
written in the presence of at least one witness. Witness
should attest the signature of subscribers and add his
address and occupation.
9. In case of subscriber signing in different language,
affidavit should be furnished
10. The corrections in subscription clause should be done
by the promoter concerned not by POA
11. Foreign promoter visited India to execute MOA and
AOA, documentary proof as to visit should be
established with passport, visa, resident permit etc.
should be furnished.
12. No POA can represent the original subscriber
14
(C) ARUN VERMA
15. SECTION 8 COMPANY
• Company Object is for promoting commerce, art, science, religion,
charity or any other useful object and intends to apply profits in
promoting its objects and prohibit payment of dividend.
• The Central Government (Authority Regional Director) may by
Licence register with limited liability without addition of the word’
Limited’ or ‘Private Limited’
Procedure:
• 1.Name approval
• 2.Draft MOA and AOA to be approved by Regional Director
• 3. Approval of Licence by Regional Director
• 4. Filing of Form1,Form32 and 18 along with approved MOA, AOA
and Licence copy to be filed with Registrar.
15
(C) ARUN VERMA
16. REGISTRATION PART IX COMPANY
1. Company consisting of 7 or more members in existence
on 1-5-1882 including company registered Act No 19 of
1857 and Act No 7 of 1860
2. Joint stock company –section566
i) Company having permanent paid up or nominal share
capital amount divided into shares of fixed amount
3. Company which is not a joint stock company can not be
registered unless have the characteristics of a joint stock
company
16
(C) ARUN VERMA
17. REQUIREMENT FOR REGISTRATION PART IX COMPANY
• The assent of majority of members in the general meeting
is required for registration.
• The list of members, directors and other particulars should
be verified by the declaration of any two or more or other
principal officer of the company (Form 37 and39)
• When registered with limited liability, only the word
‘Limited’ or ‘Private Limited’ should be added as last word
in its original name.
In case of Joint stock company.
• The following documents required to be delivered to the
Registrar.
• List showing the name, address and occupations of all
persons named in the list not being more than 6 days
before the date of filing were members of the company
with addition of shares held by him.
• Deed of settlement, deed of partnership or other
instrument regulating the company.
17
(C) ARUN VERMA
18. REQUIREMENT FOR REGISTRATION PART IX COMPANY
• If the company intended to be registered as
limited company, a statement specifying the
following particulars.
i. Nominal share capital, no of shares
ii. No of shares taken and amount paid on each
share
iii. Addition of the word ‘Limited’ or ‘private
Limited’ as last word.
iv. In case of company limited by guarantee, a
copy of resolution declaring the amount of
guarantee.
18
(C) ARUN VERMA
19. In case of non Joint stock company.
Before registration, the memorandum of Association should be
executed by a minimum of 7 members having the characteristics
of joint stock companies.
The following documents are to be delivered to
Registrar.
1. List showing the name, address and occupations of all
directors and managers named in the list not being more than
6 days before the date of filing were members of the company
with addition of shares held by him.
2. Deed of settlement, deed of partnership or other instrument
regulating the company.
3. In case of company limited by guarantee, a copy of resolution
declaring the amount of guarantee.
Forms to be filed with Registrar
Form1
Form32
Form18
Form37 and 39
19
(C) ARUN VERMA
20. REGISTARTION OF PRODUCER COMPANY
1. producer company with 10 or more persons
2. Main objects specified in section 581B
3.Liability of members limited by shares.
4.On registration, becomes a body corporate as if
a private company
5. Producer company under any circumstance
become or deemed to become a public limited
company.
20
(C) ARUN VERMA
21. Producer company
MOA Requirement.
1. Name of the company with word “Producer Company
Limited”
2. State in which Regd. Office situated
3. Main objects as per sec.581B
4. Name and address of subscribers
5. Share capital and its division
6. Name and address of subscribers who shall act as first
directors
7. Liability of members limited
8. No of shares subscribed written opposite to each
subscriber, not less than one share each.
9. If objects not confined to one state, the state to whose
territories the objects extend should be mentioned
21
(C) ARUN VERMA
