Corporate Resolution Process

  • Filing of an Application to the Authority for the commencement of Corporate Resolution Process
  • Acting as an Interim Resolution Professional and Resolution Professional
  • Forensic Audit(s) and other Audit
  • Appearance before National Company Law Tribunal
  • Acting as Authorized Representative
  • Any other related Work

Incorporation of Companies

INTRODUCTION TO INCORPORATION OF A COMPANY IN INDIA             

  • A Company comes into existence when a group of people comes together with a view of forming an association to exploit the business opportunities by bringing together human resources, financial resources and managerial resources.
  • Company is a separate & distinct legal entity, which permits a group of people, as stakeholders, to apply to the government for an independent organization to be created, which can then focus on pursuing set objectives, and vested with legal rights such as to sue and be sued in its own name, own property, hire employees or loan and borrow money.
  • As you move into the new house, first, there is a huge process of “getting used to” – which is anyway usual for any such shifting. But the biggest issue is – we get to realize several shortcomings that we did not realize until we shifted. This might include silly things such as an electric point that we missed, or a water outlet that is not working, and so on. In the case of the new house, all these are our own follies or those of the architect – so we go ahead and get them fixed. In the case of the new Act – the fixing process is the long trail of amending the law, and in the meantime, you have the 6-months-in-jail staring at you all the time!

A company may be formed for any lawful purpose by:

  • Seven or more persons, where the company to be formed is to be a public company;
  • Two or more persons, where the company to be formed is to be a private company; or
  • One person, where the company to be formed is to be One Person Company, that is to say, a private company.

Minimum number of Directors required in a Company:

  • In the case of a Public Company, the minimum number of directors shall be three.
  • In the case of a Private Company, the minimum number of directors shall be two.
  • In the case of One Person Company, the minimum number of directors shall be one.
  • And for other types of companies, the minimum number of directors shall be required as may be prescribed by law

Incorporation these days are done through the below-mentioned form

  • Form SPICE(INC-32),
  • Form SPICE MOA(INC-33),
  • Form SPICe AOA(INC-34)
  • Form Agile Pro
  • E Form INC-09

THROUGH INCORPORATION, J. K. GUPTA & ASSOCIATES WILL PROVIDE THE BELOW MENTIONED SERVICES:-

  • DIN Application
  • AOA & MOA Formation
  • Director Appointment
  • Reservation of Name
  • Professional Certification
  • Obtaining TAN/ PAN
  • Obtaining GST Registration
  • Obtaining ESIC Registration

Disclaimer: [This article has been prepared on the basis of information available to date. But professionals are advised to study the laws and compliance thoroughly before carrying out the incorporation process using the SPICE system].

We provide service for Registration, Incorporation and Formation of various companies ranging from Private, Public, Section 8 (Non-Profit Organization), and Wholly Owned Subsidiaries of Foreign Companies & LLP.

Post Incorporation Compliances

Finally, You are your own Boss! Heartiest congratulations on the new business venture that you have started.

So now it is important to follow risk governance and compliances of standards set by law. The act of compliance plays a vital role in every business whether it is big or small. Every failure to comply with the law brings serious consequences and will fall heavily on your pockets too. So, to avoid any such things we are there for your rescue as we are constantly working towards the highest level of compliance possible. AS IT IS RIGHTLY SAID THAT ‘DILIGENCE IS THE MOTHER OF GOOD LUCK.

Glance on compliances that need to be done immediately after Incorporating a company:

 

Holding First Board Meeting:

Every Company shall hold its first board meeting within the time limit specified as per Companies Act, 2013 read with Secretarial Standards issued by ICSI. Call meeting in order where board shall discuss and approve for the following resolutions with or without addition:

  • To take note of Certificate of Incorporation (COI)
  • To take on record the printed copy of Memorandum & Articles of Association
  • To fix the financial year of the Company
  • To adopt the common seal of the Company
  • To approve preliminary expenses and ratify the preliminary contracts
  • To approve for making application for taking registration under GST, PAN, TAN and other departments company would be dealing with (if not applied at the time of incorporation under spice+)
  • To open current Account of the Company for the financial dealings of the Company.|

Disclosure of interest by the Director(s):

Every director shall at the first board meeting disclose his concern or interest in any company or body corporate or firm or any other association as per Companies Act,2013 read with Companies (Meetings of Board and its Power) Rules,2014.

 

Appointment of First Auditor:

The Board after considering the qualification, experience and on merit shall appoint first auditors of the Company to hold office till the conclusion of first Annual General Meeting(“AGM”)on such remuneration as fixed by the Board of Directors as per Companies Act,2013 read with Companies (Audit and Auditors) Rules,2014.

 

Issue of Share Certificates:

Every Company shall issue share certificates to all its shareholders who are the subscribers of the Memorandum of the Company within the time specified under Companies Act, 2013 read with Companies (Share Capital and Debenture) Rules, 2015.

 

Payment of Stamp duty:

Pursuant to Stamp Act, 1899 stamp duty shall be paid on Share certificates issued to subscribers and to any person to whom share certificate will be issued after allotment within the time specified under said provisions. And in case of delayed, non-payment or evasion of payment of stamp duty on the issue of share certificate in case of allotment of share, the company shall be liable for heavy penalty under the Act. The rate of stamp duty at the time of issue of the share certificate is 0.005%. And stamp duty shall be calculated on the price at which shares are issued. This is the most vital compliance that needs to be done by the company after incorporation and it is the most missed compliance by most of the companies which later result in heavy penalties to the company by the stamping department.

 

Declaration of Commencement of Business:

A company having a share capital shall not commence any business or exercise any borrowing power unless a declaration with respect to receipt of payment from subscribers is filed by a director within the time specified in Specified form as per the Companies Act,2013 read with Company (Incorporation) Rules, 2014 and the contents of the said form shall be verified by Company Secretary or a Chartered Accountant or Cost Accountant in practice. Provided that in case of a Company pursuing objects requiring registration or approval from any sectoral regulators such as the Reserve Bank of India (RBI), SEBI etc., the registration or approval, as the case may be from such regulators shall also be obtained and attached with the declaration.

 

Affix Company Name Board:

As per the Companies Act, 2013 every Company shall affix or paint its name, address of its registered office outside of every office or place in which its business is carried on.

 

Holding Subsequent Board Meetings

Holding of a minimum of four Board meetings every year and not more than 120 days gap should be there between two meetings. And For OPC, Dormant Company Small Company, and Start-up Private Company to hold a minimum of two meetings in each half of calendar year with a minimum gap of 90 days.

 

CONCLUSION

So, this is evident to say that it is a must to comply with the law otherwise, you could leave your Company at risk and can cause damage to all the hard work you did to set up your business. So for every Company once registered, legal compliance is of prime importance and we being Company Secretaries are there to help you to complete those compliances on time. There is a requirement of engaging a professional to make your company Compliance oriented, mere incorporating a company is not enough, there are post incorporation compliances that need to be carried out by every Company and We being COMPANY SECRETARIES help our clients to be compliance-oriented and keep on guiding them related to annual compliances required.

 

Disclaimer: [This article has been prepared on the basis of information available till date. But professionals are advised to study the laws and compliance thoroughly before carrying out the incorporation process using the SPICE system].

 

We provide service all above mentioned Post Incorporation Services:

  • Various Appointments
  • Registered Office related compliances
  • Share Allotment and Share Stamping
  • First Auditor Appointment
  • Commencement of Business Filing
  • Filing of various Mandatory E-Forms

Retainership services

  • E-Form which are to be filed on Yearly, Half Yearly and Quarterly bases
  • Maintenance and updation of records, registers, books etc. required under the Companies Act.
  • Pre -Certification of forms & Returns required to be filed with Registrar of Companies.
  • Consultation on Corporate Laws & Tax Laws
  • Handling of all Secretarial, Financial and Legal functions of the Company.
  • Arranging & Conducting Board and General Meetings of the Company and all other group Companies and Making of Subsequesnt Documentation like Minutes and ROC Filing Documents
  • Appointment and Resignation of Directors and Filing of form DIR-12
  • Preparation, Execution and Registration of all Legal documents.

Other Services

  • Powers of Attorney, Resolutions, Regulations, Professional services contracts.
  • Our Delhi office offers registered office address for overseas companies.
  • Company’s Trademarks and Copyrights. Appearing before Trademarks and Copyrights Registrar.
  • Liaison with Lead Manager, SEBI, Stock Exchange, Registrar of Companies, Reserve Bank of India Ministry of Corporate Affairs and other Government authorities.
  • Liaison and interaction with Company Advocates, Solicitors and Legal Consultants.
  • Management Consultancy
  • Compounding of offences under Companies Act.
  • Buy back of shares
  • Formations and Implementatin of Employee Stock Option(s) Schemes
  • Appearance before National Company Law Tribunal, Consumer Court & other Semi-Judicial Authorities
  • Stricking Off of Companies
  • Expert advice on primary & Secondary Stock Market
  • Conversion of Legal Status of the Company
  • XBRL Filing also IND AS XBRL Filing
  • Shifting of Registered Offices 
  • Issuance of ECB certificates and Certificates required by Listed Entity
  • Issue of Compliance Certificate under Companies Act.

 

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