'ONE PERSON COMPANY' a new concept in Companies Act, 2013

Under the Companies Act, 2013, one person can form a company in India as 'One Person Company (OPC)'. This Company will be treated as private Company. Minimum directors and members required in OPC is 'One'.

Procedure and forms to form a OPC:

1. DIN of member and director - Form DIR-3 with DIR-4;

2. Digital Signature of director/applicant;

3. Name Availability - Form INC-1;

4. Registration - Form INC-2 (incl. annexures) with INC-3.

Governing provisions: Section 2(62), 3(1)(c) and 4(1)(f) of the Companies Act, 2013.
     

Certification of forms under Companies Act, 2013

At present, all companies required to get pre-certification of specified forms from practicing Company Secretary or Chartered Accountant or Cost & Works Accountant under Companies Act, 2013.

DIN (Director Identification Number) New forms and fee in Companies Act, 2013

New Forms:

1. For DIN application: DIR-3
2. For DIN annexure/affidavit: DIR-4
3. For DIN detail changes: DIR-7

Fee: Rs. 500/- for application for new DIN

DSC (Digital Signature) of applicant required for DIN application.

How to Register a Company under Companies Act, 2013

Under New Companies Act, 2013, procedure & forms also changed for company registration in India.

New Procedure & forms:

1. Director Identification No. (DSC of applicant required) - Form DIR-3 with DIR-4

2. DSC

3. Name Availability  - Form INC-1

4. Application for Incorporation - Form INC-7
    Encl: 1. MoA and AoA
            2. Declaration by Professional - Form INC-8
            3. Declaration by any one of first directors
            4. Affidavit by each subscriber - Form INC-9
            5. Particulars of subscribers as per Rule-16 of Chapter 2
            6. Proof of residence address of subscribers
            7. Verification of specimen signature & photo of subscribers - Form INC-10
            8. PAN card copy of subscribers & directors.

5. Directors appointment - Form DIR-12 with consent on Form DIR-2

6. Registered office address - Form INC-22

7. Certificate of Incorporation

8. Commencement of business - Form INC-21 with Form INC-10

9. Certificate of commencement of business.

Documents required for Company Registration in India

Documents/Information required into two stages:

1. Preliminary stage (DIN, DSC and Proposed name details) 

i. Number of shareholders and directors;

ii. Director Identification No. (DIN) of each director;

iii. If DIN not available; then
a. one coloured PP size photograph;
b. copy of PAN;
c. copy of Address proof (election card/passport/driving license/Aadhar
card/utility bill (not older than 2 months)) required;
d. Educational qualification;
e. Personal email id;
f. Mobile no.;
g. Occupation.

iv. Copy of PAN of all the shareholders, if other than directors;

v. Digital Signature of any one director. If not available then provide documents as
required under point no. 1(iii) above.

vi. Proposed registered office address (incl. Police station address) of the Company;

vii. Proposed names of the Company with significance of words used in name.

viii. Proposed business activity of the Company;

ix. Proposed authorized share capital of the Company.

x. Detail of trademark, if any, related to the proposed name.

xi. Copy of board resolution if the Company is a proposed shareholder.

xii. In case director or shareholder is a foreigner then all documents related to him
required to be attested from his home country.

2. Final stage (for registration of Company after name availability) 

i. Approval on draft Memorandum and Articles of Association;

ii. Signed tables of Memorandum and Articles of Association;

iii. Consent letters from directors;

iv. Declaration/Affidavit from the subscribers and directors of the Company regarding
acceptance of deposits by the Company;

v. Face value of shares;

vi. Address proof of the owner of registered office of the Company (Electricity
bill/Property tax payment receipt/Water bill);

vii. No objection certificate from the owner of registered office of the Company;

viii. Name of auditors (for public ltd. company);

ix. Detail of bank account (for public ltd. company);

x. Affidavits/declaration after incorporation (for public ltd. company).

To download pdf file of checklist, pls click on link given below:

 http://www.consultglf.com/UploadFile/635258607644170788.pdf

Applicability of Section 185 of Companies Act, 2013 and Section 372A of the Companies Act, 1956...A link!!!

There is some confusion with regard to applicability of Section 185 of the Companies Act, 2013 with prevailing section 372A of the Companies Act, 1956 in professionals. MCA has issued a circular dated 19/11/2013 to clarify its stand on Section 372A which says:

"This Ministry has received number of representations consequent upon notifying Section 185 of the Companies Act, 2013 dealing with loans to directors which is corresponding to Section 295 of the Companies Act, 1956. Section 186 of the Companies Act, 2013 is yet to be notified.

It is clarified that Section 372A of the Companies Act, 1956 dealing with inter-corporate loans continue to remain in force till section 186. of the Companies Act, 2013 is notified. "

Nothing in the above circular suggest that Section 185 is not applicable till Section 186 notified. Section 185 is completely applicable since its notification on 12.09.2013 and is separate from Section 372A.

How to register / form a Company in India - A procedure

There are following options available for Company Registration in India & major steps involved in Registration:

1.       Private Limited Company:  As per section 2(68) the Companies Act, 2013, A “Private Company" means a company which has a minimum paid up capital of one lac rupees or such higher paid up capital as may be prescribed, and by its articles,-

(a) restricts the right to transfer its shares, if any;

(b) except in case of One Person Company, limits the number of its members                      to two hundred but not including-

(i) persons who are in the employment of the company, and

(ii) persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased; and

          (c)  prohibits any invitation to the public to subscribe for any securities of the                        company:

Provided that where two or more persons hold one or more shares, in a company jointly, they shall, for the purposes of this definition, be treated as a single member;

Steps for formation of Company in India:

·                     DIN Application

·                     Acquire & Register DSC

·                     Name Availability

·                     Registration of Company

2.        Public Limited Company: "Public company" is defined in Section 2(71) of the Act (2013) and it means a company which —

a.     is not a private company;

b.     has a minimum paid-up capital of five lakh rupees or such higher paid-up capital, as may be prescribed;

c.     is a private company which is a subsidiary of a company which is not a private company.

Apart from process of incorporation of Private Company mentioned above, after registering the Company, one have to apply for the “Certificate of commencement of business” to the Registrar of Companies.

3.        Part IX Company: Part IX of the Companies Act, 1956 provides an opportunity to an association of seven or more persons formed in pursuance of any other law enforce in India to get itself registered under the Act as a company limited by shares, or as a company limited by guarantee or as an unlimited company. Even a partnership firm having seven or more partners with a permanent share capital divided into shares of a fixed amount and duly constituted according to the provisions of the Indian Partnership Act, 1932 can be registered as a company under this part.

4.   Section 25 Company: A Section 25 Company under the Companies Act 1956 is a voluntary association of people for promoting commerce, arts, science, religion, charity; wherein no profits or other income is distributed to its members by way of dividend and such company is not required to suffix the term “limited” or “Private limited” to its name.

5.    Foreign Company setting up Place of business in India: "Foreign company" is defined in section 591 of the Act (1956) and it means a company which

a.     is incorporated outside India and

b.     has established a place of business within India.

A Foreign Company can set up place of business in India. There is no need to take the DIN of Director/s and of Authorized Person from the Foreign Company. The applicant can be any person, either director or any other person, authorized by Foreign Company. 

The Companies Act, 2013

On 29th August, 2013, new Companies Act in India comes in force to be known as 'The Companies Act, 2013'. Provisions of this Act will come into force in different dates as may be notified by the Central Government time to time.

On 12th September, 2013, 98 sections of the Companies Act, 2013 come into force and old sections related to new 98 sections become expired.

By way of this blog, i will try to provide important and relevant changes in the new Companies Act, 2013 in coming days to the readers. Readers may also share their valuable views on this blog about new Companies Act.

Introduction

Happy New Year to all.

It is really a matter of pleasure and proud privilege for me to launch a new blog dedicated to the audiences looking for information about formation/registration of a new company in India.

This is a era of globalisation and specialization, where networking and communication of the relevant information are of significant importance. After looking positive response from the audiences of my blog 'registeryourmarriage', I sincerely feel that this blog will also help in accessing reliable and important information about formation of a new Company in India from anywhere in World.

The blog will cover basic information about basic formalities one has to fulfill for registration of the Company under Indian Company Law, different forms of Company, comparison of various business entities with the Company suitable for different ventures, method of operating and controlling the affairs of the Company, regulating authority, periodic & event based compliances to be made by the Company, relevant checklist & formats of forms, affidavits, applications etc and sharing of my day to day experience of dealing with various type of questions relating to the above matter and solutions of the same, experience of dealing with various departments regulating and controlling affairs of the Company in India.

I am sure that the blog will be of immense use to the audiences viz. corporate sector, professionals, business entitites, an individual planning for a new business, students etc at large.

Professionaly yours

Rajan Khanna
Advocate
B.Com, A.C.S, LL.B
(Bachelor of Commerce, Associate Company Secretary, Bachelor of Law)
Founder of Blog: http://registeryourmarriage.blogspot.com/

Contact Information:
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