Need to obtain a certificate from the registrar of companies in order to commence a new business. Prospectus of a company and its related information will be discussed here.
2. Commencement of Business:
A Private Company and a company
having no share capital can commence
business immediately after
incorporation. A public company is
required to apply for and obtain a
certificate of commencement of
business from the registrar of
companies before it can do any
business or exercise any borrowing
powers. A Public Company is required
to file a prospectus or a statement in
lieu thereof and a declaration of
statutory compliance as provided by
section 149, where after the registrar
will issue a certificate for the
commencement of business.
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3. Declaration of Compliance under section 149 where the
company issues a prospectus:
Under section 149 of the Act where a company having a share capital has
issued a prospectus inviting the public to subscribe for its share, it cannot
commence any business or exercise any borrowing powers unless
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4. It has made allotment of shares to the extent of minimum
subscription.
Every director of the company has paid on each of the shares taken
or agreed to be taken by him for which he has to pay in cash a
proportion equal to the proportion payable on application and
allotment on the shares offered for public subscription; and
Declaration of Compliance under section 149 where
the company issues a prospectus:
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5. No money is or may become available to be repaid to the applicants
on any shares of debentures which have been offered for public
subscription by reason of any failure to apply for, or to obtain the
permission for the share/debentures to be dealt with on any recognized
stock exchange; and
A declaration in form 19 duly verified by one of the directors or
secretary or where the company has not appointed a secretary in whole
time practice regarding compliance of the matters referred above,
which is required to be filed with the registrar for obtaining a
certificate of commencement of business.
Declaration of Compliance under section 149 where the
company issues a prospectus:
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6. Declaration by companies which do not issue prospectus:
Where a company having a
share capital has not issued a
prospectus inviting the public to
subscribe for its shares, the
company cannot commence any
business or exercise any
borrowing powers unless
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7. The company has filed with registrar a statement in lieu of
prospectus;
every director of the company has paid on each of the
shares taken or agreed to be taken by him for which he has to
pay in a cash a proportion equal to the proportion payable on
application on shares in cash; and
Declaration by companies which do not issue prospectus:
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8. All the money due to be refunded to the applicants for shares and
debentures offered for public subscription by reason of the failure of
the company to apply form or to obtain permission from the shares and
debentures to be dealt in on any recognized stock exchange has been
refunded and no money is or may become liable to be repaid to such
applicants.
A declaration in Form no.20 duly verified by one of the directors or
secretary and where the company has not appointed a secretary, a
secretary in whole time practice to the effect that the matters referred
above has been compiled with, is required to be filed with registrar for
obtaining from him a certificate of commencement of business.
Declaration by companies which do not issue prospectus:
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