Additional Stamp duty in Kerala, Madhya Pradesh, Punjab and any
other states, if any shall be paid by the client.
The most famous and commonly used form of corporate legal organisation in India is private limited company. The incorporation of private limited corporations is covered by the Corporate Law of 2013, the Company Laws of Corporation of 2014. A minimum of two owners and two managers is mandatory to incorporate a private limited company.
Section 3(1) of the Companies Act, 2013 provides that a company may be formed for any lawful purpose by—
(a) seven or more persons, where the company to be formed is to be a public company;
(b) two or more persons, where the company to be formed is to be a private company; or
(c) one person, where the company to be formed is to be One Person Company that is to say, a private company, by subscribing their names or his name to a memorandum and complying with the requirements of this Act in respect of registration.
A company formed under the Companies Act, 2013 may be either—
(a) a company limited by shares; or
(b) a company limited by guarantee; or
(c) an unlimited company.
The Companies Act, 2013 prescribes specific procedures for incorporation and registration of companies. A company can be formed either by:—
(i) incorporation of a new company; or
(ii) conversion of existing business (partnership firm or co-operative societies, society, limited liability partnership, or any other business entity) formed under any other law for the time being in force which applies for registration under this Part into company under the provisions of Chapter XXI, Part I and of the Companies Act, 2013; or
(iii) companies incorporated under section 8 of the Companies Act, 2013. The incorporation (birth) and strike off of name, winding up and dissolution (death) of a company are governed by the provisions of the Companies Act, 2013. Therefore, each company is subject to the provisions of the Companies Act, 2013, as may be amended from time to time.
The following procedure involves for incorporation of a company.
Liability on members for having below minimum members’ strength
The MCA vide the Companies (Amendment) Act, 2017 has inserted new section 3A w.e.f. 9-2-2018, vide Notification No. SO 630(E), dated 9-2-2018 to put liability on all the existing members of the company, in case the company defaults in minimum number of members’ criteria. If at any time the number of members of a company is reduced, in the case of a public company, below seven, in the case of a private company, below two, and the company carries on business for more than six months while the number of members is so reduced, every person who is a member of the company during the time that it so carries on business after those six months and is cognisant of the fact that it is carrying on business with less than seven members or two members, as the case may be, shall be severally liable for the payment of the whole debts of the company contracted during that time, and may be severally sued therefor.
STEP-BY-STEP FORMALITIES FOR FORMATION OF A NEW COMPANY
Persons desirous of forming a company must adhere to the step-by-step procedure as discussed below:
*Stamp duty Vary State to State
* NRI/Foreign Directors,Charges are extra
Only Scanned Copies are needed, Scanned copy of PAN Card of all directors and Aadhar card/ Voter ID/ Passport/ Driving
Scanned copy of PAN Card of all directors and Aadhar card/ Voter ID/ Passport/ Driving License
Latest Bank statement/ Utility bill in the name of director which should not be older than two months
Latest passport size photograph
No Objection Certificate (NOC) from the owner, Utility bill (should not be older than two months) and Notarized Rent agreement (in case of rented property)/ Registry Proof or House Tax Receipt (in case of owned property)
Everything to open a bank account and Start your business
Digital signature for two directors to digitally sign the documents
Defines the rules and objective of the business
Defines the rules and objective of the business
PAN number of the company to open a bank account
Certificate of incorporation bearing company's registration number and details
TAN number of the company
|Private Limited||Limited Liability Partnership||One Person Company||Partnership Firm||Sole Proprietorship||Public Limited Company|
|Recommended For||Start-ups and growing companies||Professional services firms||Sole promoters||Home businesses||Small traders and manufacturers||Growth Stage and also for early stage with broad business vision|
|Ease of Accommodating Investment||Very easy to accommodate||Possible, but unlikely||Possible, but severely unlikely||Almost impossible||Impossible||Very easily|
|Limited Liability Protection||Yes||Yes||Yes||No||No||Yes|
|Tax Advantages||Few benefits||Most efficient||Few benefits||Minimal||Minimal||Minimal|
With a specific end goal to execute the thought into a long haul business, picking the correct type of business is critical. For new companies, Private Limited Company is the best alternative for the accompanying reasons:
.Limited legal compliances
.No minimum capital contribution
.Need only 2 directors and shareholders (both can be the same person)
.Funding can be raised
.Limited liability of the members
Any individual or association or even a NRI/outside nationals can turn into a chief in an Indian Private Limited Organization. Here are the conditions to wind up a chief in an Indian privately owned business:
.Director must be a natural person
.He must be over the age of 18 years
.He requires a Director Identification Number (DIN)
The private limited company formation comes into existence on issuing of incorporation certificate. A company remains active even though all the shareholders and directors of the pvt ltd company may be changed unless it is wound up either voluntarily or by order of the Court/ NCLT. Also, the Company may be struck off from the register of the ROC if:
.The Company has not commenced business within a period of 1 year from the date of incorporation, or
.The Company has not complied with the Annual Filing Compliance In such a case, the company will be liable to be struck off from the Register of the ROC after a period of time and the Director of such a company will be held in default.
At least 2 Shareholders is required for joining of Pvt Ltd Company. Nonetheless, a privately owned business can have a most extreme of 200 Shareholders.
Indeed, there is no such lawful requirement in the Companies Act if not confined by the business assention. You should simply check your business understanding since it might restrain you from turning into a chief in other organization at the same time.
No, the whole pvt ltd company incorporation process is online. You can send the scanned copy of all the required incorporation documents via e-mail. All the forms and documents are filed electronically and even signed digitally.
Indeed, FDI (Foreign Direct Investment) is permitted in a private restricted organization as this type of business substance is anything but difficult to raise reserves. FDI (Foreign Direct Investment) is permitted in private restricted organizations for non-occupants through programmed or endorsement course.
At least 2 Directors are required for joining of Pvt Ltd Company, one of the said Director should be an occupant in India, i.e. ought to be in India for a time of 182 days or more in the past budgetary year. In any case, a privately owned business can have a most extreme of 15 Directors.
The organization name ought to be chosen with most extreme care. The principles for choosing an organization are:
.The name should be ended with the words 'Private Limited' which are mandated by law.
.The name must be unique.
.Follow the naming guidelines for better chances of approval.
.Name should be suggestive of the company business.
According to the Companies Act 2013, there is no base prerequisite for Paid-up Share capital. Be that as it may, every investor should buy in to a base one offer.
The normal obligatory compliances are:
.Appointment of auditor
.Statutory audit of accounts
.Filing of annual return
.Filing of financial statements
.Holding Annual General Meeting (AGM)
.Prepare directors' report
You don't need a proper office address to incorporate a company. You can register your residential address as a registered office address of your business with MCA (Ministry of Corporate Affairs) for which some address proof along with the NOC (No Objection Certificate) has to be filed with the prescribed form.
NRIs just permitted to join constrained organizations in India and the private restricted organization is perfect for NRIs. Additionally, there is no necessity to acquire the earlier endorsement from the administration or RBI. In any case, keeping in mind the end goal to enlist a privately owned business no less than one chief must be an inhabitant of India.
Private constrained organization is a perfect type of business element for dominant part of medium and extensive estimated organizations as it offers points of interest from restricted risk security to simple transferability. In any case, it isn't reasonable for independent ventures.
Indeed, transformation of private restricted organization into an open organization or one individual organization or constrained risk association is conceivable. Be that as it may, a private restricted organization can't be changed over into a customary association or sole proprietorship.
LIST OF STATUTORY COMPLIANCES FOR COMPANIES IN INDIAA set of Statutory compliances are needed to be followed by the established companies in India.The non-compliance on national and state levels increased the legal complications in the form of heavy penalties and fees. Plenty of time and resources a...... Read More
Annual Compliance for Private Limited CompanyA Private Company is a corporate held under private ownership which requires regular filing with the Ministry of Corporate Affairs. For every organization it is obligatory to file an yearly return and audited financial statements including profit and loss...... Read More
Annual Compliance for One Person CompanyIn countries like India where entrepreneurship is highly encouraged. One Person Company is one of the most leading forms of business for entrepreneurs whose business lies in an early stage with an intention to grow in future. A One Person Company comprises one...... Read More
Annual Compliances for LLP A Limited Liability Partnership is a separate legal entity. In order to preserve active status and to avoid default status. A regular filing with MCA is required to be taken care by all Limited Liability partnerships. Annual Compliance for any LLP is obligatory...... Read More
Once an application is filed for striking off of company with the respective Registrar of Companies (ROC) after verifying the documents the RoC will strike off the name of company and this procedure normally takes 3-4 month. However, if any objection is received from ROC this process might take extra time or even reject the application. Disclaimer: – The above article is prepared keeping all the significant and fundamental inquiry which comes at the top of the pri...... Read More
Certified true copy of board resolution for authorisation given for filing this application.Registered Digital Signature Certificate of director for signing the form.Memorandum of association of the CompanyArticle of Association of the Company.Proof of identity (PAN Card/Aadhar Card/Voter ID card).Residence proof (Passport/Driving License/Voter ID Card)Statement of account duly certified by a chartered accountant.Affidavit in Form STK-4 and Indemnity bond in Form STK-3 duly notarised...... Read More
The procedure is extremely easy and is completed step wise:- 1. Call a board meeting in accordance with the Secretarial standards and Companies Act 20132. Convene Board meetingto pass the following resolutions:-To take note of statement of accountsTo authorise directors to sign the Indemnity Bond and Affidavits as per Form STK-3 and Form STK-4 respectively.To authorise a director to digitally sign the application in e-Form STK-2.To fix the day, date, time and venue...... Read More
MGT-14 has normal associated fees in accordance with the authorized share Capital of the Company. STK-2:- INR 10,000/-......
Two e-forms are required for striking off of company:- a) MGT-14 b) STK-2......
Yes. Member’s approval is required through Special resolution for striking off company ......
has made an application to the Tribunal for the sanctioning of a compromise or arrangement and the matter has not been finally concluded;has engaged in any activitythe company at any time in the previous 3 months:- has changed its name or shifted its registered office from one State to another; ...... Read More
The company has filed its upto date all the financial statements and annual return with the Registrar of Companies.The company does not have any management disputes or there is no litigation pending with regard to management or shareholding of the company.No order is in operation staying filing of the documents by a court or tribunal or any other competent authority.the company is not a company incorporated for charitable purposes under section 8 of the Companies Act, 2013 or section 25 ...... Read More
A company can get strike off in two ways:- Suo-moto (Voluntary Striking off)By Registrar of Companies ......
Any company can get strike off whether it’s a Private companyOne-person companyPublic company ......
Striking off of company suggests that closing of a non profitable venture company. In different words it's the quickest and easiest method to shut an organization.......
Each organization is begun with a dream to keep up its business continuously, but not all businesses square measure effective since quite an whereas past run. As we have a tendency to as of currently recognize, that there's positive technique to consolidate a company, run a company, in like manner, there's an exact system to shut a company. As on date, there square measure 2 alternative ways to shut a company:- Strike off companyWinding up of company ...... Read More
An issue of bonus shares is referred to as a bonus share issue or bonus issue. A bonus issue is usually based upon the number of shares that shareholders already own. While the issue of bonus shares increases the total number of shares issued and owned, it does not change the value of the company. 1) The source out...... Read More
DEFINITIONOF RIGHT ISSUE ‘Right Issue’ means offering shares to existing members in proportion to their existing shareholding. The object is, of course, to ensure equitable distribution of Shares and the proportion of voting rights is not affected by issue of Fresh shares. A rights issue is an invitation to existing shareholders to purchase additional new shares in the company. This type of issue gives existing shareholders securities called rights. ...... Read More
1. Ensure that a special notice for the removal of a director is furnished by number of members in accordance with the section 115 of Companies Act, 2013 to the company at least 14 days before the meeting at which it is to be moved. 2. (a) Ensure that the notice for removal of a director is for a director other than a director appointed by the Tribunal under section 242 of the Companies Act, 2013. &n...... Read More
Introduction- What is sweat equity shares? Sweat equity shares refers to equity shares given to the company’s employees on favorable terms, in recognition of their work. Sweat equity shares is one of the modes of making share based payments to employees of the company. The issue of sweat equity shares allows the company to retain the employees by rewarding them for their services. Sweat equity shares rewards the beneficiaries by giving them incentives in lieu of their contribution tow...... Read More
INTRODUCTION Private placement can be explained as a means of raising capital by the companies without going for public issues. Public Issues like Initial Public Offering and Further Public Opening are means of raising capital by the companies. DEFINITION A private placement is a sale of stock shares or bonds to pre-selected investors and institutions rather than on the open market. It is an alternative to an initial public offering (IPO) for a compan...... Read More
OPC shall be required to convert itself, within six months of the date on which its paid up share capital is increased beyond fifty lakh rupees and the last day of the relevant period during which its average annual turnover exceeds two crore rupees as the case may be, into either a private co...... Read More
Rule 6 of the Companies (Incorporation) Rules, 2014 as amended vide the Companies (Incorporation) Amendment Rules, 2015, w.e.f. 1-5-2015 provides that where the paid up share capital of an OPC exceeds fifty lakh rupees and its average annual turnover during the relevant period exceeds two crore rupe...... Read More
Section 8(4)(a) provides that a company that has received a licence under the section, shall not alter the provisions of its Memorandum as regards its objects except, with the previous approval of the Central Government [Powers delegated to the Registrar of Companies by Notification No. 1353(E), dat...... Read More
The objective of section 8 of the Companies Act, 2013 is to provide special benefits and privileges to such organisations, which are formed for the following purposes and where it is proved to the satisfaction of the Central Government that a person or an association of persons proposed to be regist...... Read More
By the Companies (Amendment) Act, 2015 effective from 29th May, 2015 the requirement of minimum paid up capital for a private limited company of `1 Lakh and for a public limited company of `5 Lakhs has been removed from the definition of the Companies under section 2(68) and 2(71) of the Companies A...... Read More
It has been provided that the subscriber/member of OPC may at any time change the name of the nominated person by giving notice to the Registrar. It shall be the duty of the subscriber/member of OPC to intimate the company the change, if any, in the name of the person nominated by him by in...... Read More
Any such change in the name of the nominee person in the Memorandum of Association of the OPC shall not be deemed to be an alteration of the memorandum.......
It has been provided that the subscriber/member of OPC may at any time change the name of the nominated person by giving notice to the Registrar. It shall be the duty of the subscriber/member of OPC to intimate the company the change, if any, in the name of the person nominated by him by i...... Read More
The liability of the member of the OPC may be limited or unlimited, and the Memorandum of Association of the OPC shall state,— (i) in the case of a company limited by shares, that liability of its member is limited to the amount unpaid, if any, on the shares held by them; an...... Read More
There is no pre-condition for foreign promoters to furnish local address in India for seeking registration and incorporation of a limited company in India. It was held that there was nothing in the Act or the applicable Rules which requires the foreign promoters to provide a l...... Read More
The digital signatures are required to be registered at the website of the MCA for various category like director, professionals, etc. and need to fill up particulars online at the MCA portal, called roll check. Without complying with the requirement of Roll Check, any documents si...... Read More
The MCA vide the Companies (Amendment) Act, 2017 has inserted new section 3A w.e.f. 9-2-2018, vide Notification No. SO 630(E), dated 9-2-2018 to put liability on all the existing members of the company, in case the company defaults in minimum number of members’ criteria. If at any time the number ...... Read More
Every Form and return prescribed under the Companies Act, 2013 needs to be filed with the digital signature of the managing director or director or manager or secretary of the Company, therefore, it is compulsorily required to obtain digital signatures of at least one director to digitally sign the ...... Read More
As per proviso to section 152(3) of the Companies Act, 2013 no company shall appoint or re-appoint any individual as director of the company unless he has been allotted a Director Identification Number (DIN) under section 154 or such other identification number as the Central Government may prescrib...... Read More
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