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REGISTRATION SERVICES

The registration of legal entity is required to start any business. There are many forms of legal entities in India. The registration of these entities requires the understanding of the relevant laws applicable to the forms of legal entities. There are entities registered under the Company law, Partnership Act, Banking Regulations, Trusts and Societies Act, Cooperative Societies Act and son. 

The first step to become legal entity is to registered under the relevant Act. Then the other registration under Tax laws, Labour laws, Environment clearances, Chit Fund Act,  Reserve Bank of India Act, FEMA regulations, Food and Health Departments licenses and so on will follow.

There will be certain documents to register under the various laws. The common documents are KYC documents of promoter or owner of the entities, documents under which the entities formed like Memorandum and Articles in the case of Companies, Trust Deed and By Laws in the case of non-profit organisations, Partnership Deed in the case of Partnership and son. Further lease or rental agreement of the business premises, photographs of the promoter or owner of the organisation. There will be prescribed application forms and procedures to get the registration and also to get the required license and permissions.

Cyber Records providing services all the type of registrations and licenses as referred above. We have team to assist the client to obtain the registration applicable to the entities at reasonable cost.

 

HOW TO INCORPORATE COMPANY IN INDIA

Incorporation of a Company in India is made easy in India after introduction of Simplified Proforma for Incorporating Company Electronically (SPICe) mode of formation of Companies. Spice The documents and information need to be submitted online by using the digital signature certificates. The help of professional of Chartered Accountants or Company Secretaries or Cost Accountants certifications required in addition to certifications by the directors or subscribers to memorandum of association of the company.

Let us formulate the procedures of formation of different types of companies.

RUN Name Reservation

Fling of Forms

Processing of e-Forms by Central Registrar of Companies

RUN Name Reservation. The reservation of the name of the company is the first step before starting the process of formation of the Company. RUN option is available on the MCA login wherein we need to enter the name of two proposed names of the company and click on auto check button. Then there will be notification as the to the names entered are resembles with the names already in use. If the name is not in use then need to mention the objects of the proposed company on the specified space. However, if the new company is proposed to use the name of an existing Company or LLP, a Board Resolution / Formal authorisation is required for use of name by new Company. Further if the new company is proposed to use a Trademark that is applied / registered by someone., a formal authorisation is required for use of Trademark name by new Company. These documents need to be attached before submission for RUN. The name approved under RUN Process is valid for a period of 20 days from the date of approval. Only one name can be submitted for approval under RUN process. If the application is rejected, the same to be filed again with fresh filing fee.

There is other option available the Company name can be reserved through SPICe incorporation process. In case of name application through SPICe form also, only one name can be submitted for approval. However, if the first applied name is rejected, the application can be resubmitted 2 more times with alternate names.

Filing of e-Forms. There are specified documents and information required to be collected and made it ready before filling of the e-Forms. The following are the information and documents to prepare and submit the e-Forms.

Shareholders. There should be minimum of two shareholders to register a Private Limited Company. The first shareholders should execute the Memorandum and Articles of Association for registering the Company. The share holders may be individuals or body corporates.

Directors. There should be minimum of two directors in a Private Limited Company. Only individuals can be designated as directors of a company. Where a new company is registered by two or more existing Companies or LLPs, the promoter company or LLP can nominate individuals as directors of the new company. Directors Identification Number (DIN) is an identification number issued by the Ministry of Corporate Affairs, Government of India, to Directors of a Company or Designated Partners of an LLP.

Digital Signature Certificate.  The e-Forms are filed with Registrar of Companies are made through the online application system appended with a valid Digital Signature Certificate. The shareholders or subscribers or first shareholders and directors of the company must have valid Digital Signature Certificate issued for the filings. A digital signature certificate is a type of asymmetric cryptography used to simulate the security properties of a handwritten signature on paper. Class two categories of digital signatures are required for this purpose. However the class two three signatures also can be used to authenticate the documents and e-Forms filed with the registrar of the Companies.

Share Capital. There is no minimum capital, Authorised or Paid up Capital, requirement for registering a company. However, the registration fee payable to the Registrar of companies depends on the different slabs of Authorised capital of the company. Authorised Capital or Registered Capital of a company is the upper limit of capital that a company can issue shares and collect money from shareholders. Subscribed Capital refers to the amount of capital agreed to be brought in by the shareholders to the company. The First Shareholders must bring the subscribed capital to the Company within sixty days of Company Incorporation and the Company must issue share certificates to the subscribers.

Registered Office Address. Registered Office refers to the official correspondence address of a company or its principal place of business. The address of the Registered Office will be used for all official communications of the company. At the time of registration of a new Company, there are two options to record the registered address of the Company. Any address of Promoters / Directors can be used as Temporary Registered Office for Registration and within 15 days of registration, the company must have a permanent address and the same to be informed to the Registrar of Companies within thirty days of Company Registration. Use a Permanent Address for the Company at the time of Registration itself and in this case, there is no filing required after the Registration of the Company.

The registered address proof is required. These proofs should be in the name of the owner of the premises. The electricity bill or landline telephone bills or gas bills not older than two months in the name of the owner of the premises. Further latest tax paid receipt or copy of the registered sale deed is also required to prove the proof the registered address of the proposed Company. Again no-objection letter from the owner of the premises to use the address as Registered Office of the Company is also required.

Documentation. Identity Proof, additional identity proof and address proof required from share holders and directors of the proposed company. There is mandatory requirement of Permanent Account Number towards the ID proof. Additional ID proof are Aadhar card or Passport or Driving License or Voter ID Card. Please make sure that these ID proofs are not expired wherever there is such date of expiry is written on the documents. The valid address proofs are telephone bills or electricity bill or bank statements or bank pass books or any utility bills in the name of the share holders or directors. Further these proofs are not older than two months. These ID and Address proof need to be self-attested by the relevant persons. Again, in case documents are not in languages other than in English, it should be translated to English with the help of professional translator carrying his name, address, signature and seal.

Section 8 Companies. These companies are registered with charitable objectives. The provisions of the section 8 of the Companies Act, 2013 are reproduced below.

  1. Where it is proved to the satisfaction of the Central Government that a person or an association of persons proposed to be registered under this Act as a limited company;
  1. has in its` objects the promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object;
  2.  intends to apply its profits, if any, or other income in promoting its objects; and
  3. intends to prohibit the payment of any dividend to its members, the Central Government may, by licence issued in such manner as may be prescribed, and on such conditions as it deems fit, allow that person or association of persons to be registered as a limited company under this section without the addition to its name of the word “Limited”, or as the case may be, the words “Private Limited” , and thereupon the Registrar shall, on application, in the prescribed form, register such person or association of persons as a company under this section.
  4. The company registered under this section shall enjoy all the privileges and be subject to all the obligations of limited companies.
  5. A firm may be a member of the company registered under this section.
  6. (i) A company registered under this section shall not alter the provisions of its memorandum or articles except with the previous approval of the Central Government.

(ii) A company registered under this section may convert itself into company of any other kind only after complying with such conditions as may be prescribed.

  1. Where it is proved to the satisfaction of the Central Government that a limited company registered under this Act or under any previous company law has been formed with any of the objects specified in clause (a) of sub-section (1) and with the restrictions and prohibitions as mentioned respectively in clauses (b) and (c) of that sub-section, it may, by licence, allow the company to be registered under this section subject to such conditions as the Central Government deems fit and to change its name by omitting the word “Limited”, or as the case may be, the words “Private Limited” from its name and thereupon the Registrar shall, on application, in the prescribed form, register such company under this section and all the provisions of this section shall apply to that company.
  2. The Central Government may, by order, revoke the licence granted to a company registered under this section if the company contravenes any of the requirements of this section or any of the conditions subject to which a licence is issued or the affairs of the company are conducted fraudulently or in a manner violative of the objects of the company or prejudicial to public interest, and without prejudice to any other action against the company under this Act, direct the company to convert its status and change its name to add the word “Limited” or the words “Private Limited”, as the case may be, to its name and thereupon the Registrar shall, without prejudice to any action that may be taken under sub-section (7), on application, in the prescribed form, register the company accordingly: Provided that no such order shall be made unless the company is given a reasonable opportunity of being heard: Provided further that a copy of every such order shall be given to the Registrar.
  3. Where a licence is revoked under sub-section (6), the Central Government may, by order, if it is satisfied that it is essential in the public interest, direct that the company be wound up under this Act or amalgamated with another company registered under this section: Provided that no such order shall be made unless the company is given a reasonable opportunity of being heard.
  4. Where a licence is revoked under sub-section (6) and where the Central Government is satisfied that it is essential in the public interest that the company registered under this section should be amalgamated with another company registered under this section and having similar objects, then, notwithstanding anything to the contrary contained in this Act, the Central Government may, by order, provide for such amalgamation to form a single company with such constitution, properties, powers, rights, interest, authorities and privileges and with such liabilities, duties and obligations as may be specified in the order.
  5. If on the winding up or dissolution of a company registered under this section, there remains, after the satisfaction of its debts and liabilities, any asset, they may be transferred to another company registered under this section and having similar objects, subject to such conditions as the Tribunal may impose, or may be sold and proceeds thereof credited to the Rehabilitation and Insolvency Fund formed under section 269.
  6. A company registered under this section shall amalgamate only with another company registered under this section and having similar objects.
  7. If a company makes any default in complying with any of the requirements laid down in this section, the company shall, without prejudice to any other action under the provisions of this section, be punishable with fine which shall not be less than ten lakh rupees but which may extend to one crore rupees and the directors and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to three years or with fine which shall not be less than twenty-five thousand rupees but which may extend to twenty-five lakh rupees, or with both: Provided that when it is proved that the affairs of the company were conducted fraudulently, every officer in default shall be liable for action under section 447.

The Section 8 Company can be registered as public limited or private limited company and not as one-person company. However, the word “limited or private limited” cannot be used at the end of the name like other private or public limited company.  Further section 8 companies can be registered as company limited by shares or company limited by guarantee.

Producer Company. These companies are companies registered under Part IXA of the Companies Act, 1956. The producer company registered to promote the agriculture sector of the country. This a type of co-operative model to register the companies under the Companies Act. Section 581B of the Companies Act, 1956 states the objects of the producer company as bellow:

  1. The objects of the Producer Company shall relate to all or any of the following matters, namely;
  1. production, harvesting, procurement, grading, pooling, handling, marketing, selling, export of primary produce of the Members or import of goods or services for their benefit: Provided that the Producer Company may carry on any of the activities specified in this clause either by itself or through other institution;
  2. processing including preserving, drying, distilling, brewing, vinting, canning and packaging of produce of its Members;
  3. manufacture, sale or supply of machinery, equipment or consumables mainly to its Members;
  4. providing education on the mutual assistance principles to its Members and others;
  5. rendering technical services, consultancy services, training, research and development and all other activities for the promotion of the interests of its Members;
  6. generation, transmission and distribution of power, revitalisation of land and water resources, their use, conservation and communications relatable to primary produce;
  7. insurance of producers or their primary produce;
  8. promoting techniques of mutuality and mutual assistance;
  9. welfare measures or facilities for the benefit of Members as may be decided by the Board;
  10. any other activity, ancillary or incidental to any of the activities referred to in clauses (a) to (i) or other activities which may promote the principles of mutuality and mutual assistance amongst the Members in any other manner;
  11. financing of procurement, processing, marketing or other activities specified in clauses (a) to (j) which include extending of credit facilities or any other financial services to its Members. (2) Every Producer Company shall deal primarily with the produce of its active Members for carrying out any of its objects specified in this section.

Section 581C of the Companies Act, 1956 the following are the requirements of FORMATION OF PRODUCER COMPANY AND ITS REGISTRATION.

  1. Any ten or more individuals, each of them being a producer or any two or more Producer institutions, or a combination of ten or more individuals and Producer institutions, desirous of forming a Producer Company having its objects specified in section 581B and otherwise complying with the requirements of this Part and the provisions of this Act in respect of registration, may form an incorporated Company as a Producer Company under this Act.
  2. If the Registrar is satisfied that all the requirements of this Act have been complied with in respect of registration and matters precedent and incidental thereto, he shall, within thirty days of the receipt of the documents required for registration, register the memorandum, the articles and other documents, if any, and issue a certificate of incorporation under this Act.
  3. A Producer Company so formed shall have the liability of its Members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them and be termed a company limited by shares.
  4. The Producer Company may reimburse to its promoters all other direct costs associated with the promotion and registration of the company including registration, legal fees, printing of a memorandum and articles and the payment thereof shall be subject to the approval at its first general meeting of the Members.
  5. On registration under sub-section (1), the Producer Company shall become a body corporate as if it is a private limited company to which the provisions contained in this Part apply, without, however, any limit to the number of Members thereof, and the Producer Company shall not, under any circumstance, whatsoever, become or be deemed to become a public limited company under this Act.