This ppt enumerates the process of incorporation of a company and a LLP and also list downs important compliances.

1. Company formation and its
compliances

2. Incorporation of a Company
Private Limited Company
• Minimum two subscribers
• Maximum subscribers- 200
• Minimum two directors

3. Steps to register a Company
• Obtain DSC and DIN
• Name reservation- Name is reserved for 20 days
• Drafting of MoA and AoA
• Filing for Incorporation- SPICE form
• Details required :
 Main Object
 Registered address along with proof of address
 Details of subscriber
 Details of first Directors
 Paid up Capital
• Obtain Certificate of incorporation

4. Contents of MoA
• Main Object
• Other Objects
• Liability Clause
• Place of registered Office
• Authorised Capital
• Subscribers details

5. Contents of AoA
• Contains bylaws for governance and internal management of
the company
• Procedure of share transfer, conducting Board meetings, rights
of members, duties and powers of Directors, procedure for
appointment of directors etc.
• AoA can be altered from time to time- usually at the time of
fresh investment, majors terms of investment are incorporated
in the AoA.

6. Few registration requirements
PAN (Permanent Account Number)
TAN (Tax Payers Account Number)
 Bank Account
Registration under Shop & Establishment Act
GST (mandatory for turnover 20 lakhs and above)
Provident Fund (if more than 10 employees)

7. Board of a Company and its Duties
The Board consists of Directors and Key Managerial Personnel like
MD, CEO, COO, CFO, CS etc.,
• Duties :
Strategic oversight over business operations,
Ensure compliance with the legal framework,
Integrity of financial accounting and reporting systems and
Credibility in the eyes of the stakeholders through proper and
timely disclosures

8. Mandatory compliances for Private limited companies
• Auditor appointment – within 30 days of incorporation
• First Board Meeting - within 30 days of incorporation
• Minimum 4 Board Meetings in a year
• Annual General Meeting (AGM) - within 6 months of Financial Year end
• Filing of Annual Returns - within 30/60 days of AGM
• Financial Returns - to be filed with ROC
• Yearly Forms by Directors
• Statutory registers and minutes to be maintained

9. Event based Compliances
• Receipt of share application money
• Allotment of shares
• Transfer of shares
• Appointment/Resignation of directors
• Appointment of Managing Director/ Whole Time Director
• Executing agreement with related parties
• Change in the Bank signatories
• Change in the statutory auditors

10. Cost of Non‐compliance:
• The Companies Act, 2013 provides for penalty/fine or
imprisonment either of the officer in default and/or the
company. Directors and KMPs are covered under the definition
of “Officer in Default” as per the Companies Act 2013 which
fixes their responsibility for any default done by the company”.
• For the procedural lapses such as late filing of forms, additional
filing fees are required to be paid. In case of FEMA, the penalty
for noncompliance can go up to thrice the amount involved.

11. Day to Day management of a company
• A Board Resolution is a way of documenting a decision made by a Company’s Board of
Directors on behalf of the Company.
• A board resolution is passed at a board meeting or by way of circulation.
• Board resolutions are passed by way of majority vote.
• Interested Directors cannot vote or participate in the discussion.
• The fact must be recorded in the minutes.
• Shareholders’ Agreements and Charter Documents of the Company provide additional
requirements.
• Before a company can make a decision on a matter, it needs to know whether the issue is
something that needs to be considered by the board of directors or by the shareholders.

12. Calling of Board Meeting
• Standard Notice period- 7 days
• Quorum of Board Meeting- 1/3 rd of total strength or 2
(Two) Directors, whichever is higher.
• Participation of Directors in Board Meetings-
Directors may, apart from attending the meeting physically,
participate in the meeting by way of video conferencing & other
audio visual means.

13. Post Meeting Compliance
• The minutes shall disclose date, time and place where the meeting
was held, the particulars of the directors who attended the
meeting through video conferencing, the decisions taken in the
meeting.
• The draft minutes shall be circulated among all the directors within
fifteen days of the meeting either in writing or in electronic means.
• Minutes to be signed within 30 days of the conclusion of the Board
Meeting.
• Minutes kept in accordance with the provisions of the Act shall
be evidence of the proceedings recorded therein.

14. Calling a Shareholders’ Meeting
• Annual general meeting (AGM)
Once in every year.
Within 6 months of close of Financial Year
• Extra ordinary General Meetings
As and when necessary
• 21 clear days notice to be given
• Quorum to be present
• Proxy are counted in Quorum
• Attendance in meeting by Authorised representatives
• Attendance sheet and minutes

15. LLP formation and its compliances
Minimum two partner
Maximum subscribers- no limit
Minimum two Designated Partner

16. Procedure for Incorporation
• Obtain DSC and DIN
• Name reservation- Name is reserved for 20 days
• Incorporation of LLP- filing form 2
• Filing LLP agreement- Form 3
• Contents of LLP agreement:
 Name of the LLP
 Name of Partners & Designated Partners
 Manner of contribution
 Profit/Loss Sharing ratio between partners
 Rights & Duties and obligations of Partners
 Proposed Business of LLP
 Rules for governing the conduct of operations of LLP

17. Compliances of LLP
There are three mandatory compliance requirements to be followed by
LLPs.
• Filing of Annual Return
• Filing of Statement of the Accounts or Financial Statements
• Filing of Income Tax Returns

18. Thank you