- Private Limited Company
- Select, in order of preference, a few suitable names, not less than four, indicative of the main objects of the company. Ensure that the name does not resemble the name of any other company already registered and also does not violate the provisions of Emblems and names (prevention of improper use) Act, 1950
- Apply to the concerned ROC to ascertain the availability of name in e-Form1 A of General Rules and Forms along with a fee of Rs. 500/-. If proposed name is not available apply for a fresh name on the same application the digital signature of the applicant proposing the company has to be attached in the form.
- After the name approval the applicant can apply for registration of the new company by filing the required forms (e-Forms 1, 18,32 ) within six months of name approval.
- Arrange for the drafting of the Memorandum and Articles of Association by the solicitors, vetting of the same by ROC and printing of the same.
- Arrange for stamping of the Memorandum and Articles with the appropriate stamp duty.
- Get the Memorandum and Articles signed by atleast two subscribers in his own hand, his father's name, occupation, address and the number of shares subscribed for and witnessed by atleast one person.
- Ensure that the Memorandum and Article is dated on a date after the date of stamping.
- Pay the prescribed registration fee and filing fee.
- The following documents are required to be filed with the Registrar of Companies:
- Memorandum of Association (duly stamped) and a duplicate thereof.
- Articles of Association (duly stamped) and a duplicate thereof.
- The agreement, if any, which the company proposes to enter into with any individual for appointment as its managing or whole time director or manager.
- A copy of the agreement, if any, referred to in the articles.
- A power of attorney, if any (with prescribed stamps).
- A copy of the letter of the Registrar of Companies intimating the availability of the proper name.
- e-Form No. 1 (with prescribed stamps) for incorporation of a Company.
- e-Form No. 18, if desired for change of situation of registered office.
- e-Form No. 32 and e-Form 32 Addendum, if desired for Particulars of appointment of managing director, directors, manager and secretary and the changes among them or consent of candidate to act as a managing director or director or manager or secretary of a company and / or undertaking to take and pay for qualification shares
- Document evidencing payment of prescribed registration and filing fee.
- The promoters, as being the subscribers to the Memorandum and Articles should be the same person whose names are appearing in the original application for availability of name (e-Form 1A). If the names have changed, ROC will not register the company until and unless, the name is got re-validated with the new subscribers as applicants, by paying another fee of Rs 500.
- Obtain Certificate of Incorporation from ROC. If the registrar is satisfied that all the requirements have been complied with by the companies, it will register the company and issue a Certificate of Incorporation of the company. The date mentioned in the certificate is the date of incorporation of the company.
- Under Section 149(7) of the Companies Act, a private company can commence business right from the date of its incorporation.
- Public Limited Company
A Public Limited Company, in addition to the steps followed by a Private Limited Company has to obtain a certificate of Commencement of Business before they can commence the business.
To obtain Commencement of Business Certificate after incorporation of the company the public company has to:-
- File a declaration of compliance with the provisions of Section 149(2)(b) of the Act in eForm 20 and attach the statement in lieu of the prospectus(schedule III)
OR - File a declaration of compliance with the provisions of Section 149 (1)(a),(b),(c) of the Act in eForm 19 and attach the prospectus (Schedule II) to it.
Section 149 of the Act, explains the Restrictions on the commencement of Business:-
Where a company having a share capital has issued a prospectus inviting the public to subscribe for its shares, the company shall not commence any business or exercise any borrowing powers, unless -
| (a) | shares held subject to the payment of the whole amount thereof in cash have been allotted to an amount not less in the whole than the minimum subscription; | |
| (b) | every director of the company has paid to the company, on each of the shares taken or contracted to be taken by him and for which he is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares offered for public subscription; | |
| (c) | no money is, or may become, liable to be repaid to applicants for any shares or debentures which have been offered for public subscription by reason of any failure to apply for, or to obtain, permission for the shares or debentures to be dealt in on any recognized stock exchange. | |
149(2)(b):- Where a company having a share capital has not issued a prospectus inviting the public to subscribe for its shares the company shall not commence any business or exercise any borrowing powers, unless every director of the company has paid to the company, on each of the shares taken or contracted to be taken by him and for which he is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares payable in cash. | ||
- Partnership Firm
- The law relating to a partnership firm is contained in the Indian Partnership Act, 1932.
- Under Section 58 of the Act, a firm may be registered at any time ( not merely at the time of its formation but subsequently also ) by filing an application with the Registrar of Firms of the area in which any place of business of the firm is situated or proposed to be situated.
- Application shall contain:-
- name of the firm
- place or principal place of business
- names of any other places where the firm carries on business.
- date on which each partner joined the firm
- name in full and permanent address of partners.
- duration of the firm
- Application shall be signed and verified by all the partners or their duly authorized agents.
- Application shall be accompanied by prescribed fee as well as the following documents:
- Prescribed Registration Form for Incorporation of a Company. (Form No. 1 and Specimen of Affidavit)
- certified true copy of the Partnership deed entered into.
- ownership proof of the principal place of business
- Name of the firm should not contain any words which may express or imply the approval or patronage of the government except where the government has given its written consent for the use of such words as part of the firms name.
- Application shall contain:-
- Under Section 59 of the Act, when the Registrar of Firms is satisfied that the provisions of section 58 have been duly complied with, he shall record an entry of the statement in the Register of Firms and issue a Certificate of Registration.
- penalty for furnishing false particulars (Section 70)Any person who signs any statement, amending statement, notice or intimation under this Chapter containing any particular which he knows to be false or does not believe to be true or containing particulars which he knows to be incomplete or does not believe to be complete, shall be punishable with imprisonment which may extend to three months, or with a fine or with both.
- Any alterations, subsequent to Registration shall be notified to the registrar:-
- Change in firm name and principal place of business (Section 60) shall require sending of a new application form along with the prescribed fee, duly signed and verified by all the partners.
- Change relating to opening and closing of branches. (Section 61)When a registered firm discontinues business at any place or begins to carry on business at any place, such place not being its principal place of business, any partner or agent of the firm may send intimation thereof to the Registrar.
- Change in the name and permanent address of any partner (Section 62)
When any partner in a registered firm alters his name or permanent address, an intimation of the alteration may be sent by any partner or agent of the firm to the Registrar - Change in the constitution of the firm and its dissolution [Section 63(1)]
when change occurs in the constitution of the firm, any of the new, continuing or the outgoing partner, while when a registered firm is dissolved , any person who was a partner immediately before the dissolution or the agent of any such partner or person specially authorized on his behalf, may give notice of such a change to the Registrar, specifying the date thereof. - Under Section 63(2), when a minor who has been admitted to the benefits of partnership in a firm attains majority and elects to become or not to become a partner, he or his agent specially authorized in this behalf, may give notice to the Registrar that he has or has not become a partner.
- Accordingly, the various forms prescribed under the Indian Partnership Act, 1932, for the alterations in the registered partnership firm are:-
a. Form No. II :- For change of principle place of business & change in the name of the firm.
b. Form No. III :- For change of the other then principle place of business.
c. Form No. IV :- For change of name of the partners & permanent address of the partners.
d. Form No. V :- For change of constitution of forms & addition or retirement of partner.
e. Form No.VI :- For dissolution of the firm
f. Form No. VII :- For minor partner attains the age of majority.
- Partnership Act, 1932 does not provide for compulsory registration of firms. It is optional for partners to set the firm registered and there are no penalties for non-registration.However, Section 69 of the Act which deals with the effects of non-registration denies certain rights to an unregistered firm. Under the Act :-
- A partner of an unregistered firm cannot file a suit in any court against the firm or other partners for the enforcement of any right arising from a contract or right conferred by the Partnership Act unless the firm is registered and the person suing is or has been shown in the Register of Firms as a partner in the firm.
- No suits to enforce a right arising from a contract shall be instituted in any Court by or on behalf of a firm against any third party unless the firm is registered and the persons suing are or have been shown in the Register of Firms as partners in the firm.
- An unregistered firm or any of its partners cannot claim a set off (i.e. mutual adjustment of debts owned by the disputant parties to one another) or other proceedings in a dispute with a third party.
Hence, every firm finds it advisable to get itself registered sooner or later.
- A partner of an unregistered firm cannot file a suit in any court against the firm or other partners for the enforcement of any right arising from a contract or right conferred by the Partnership Act unless the firm is registered and the person suing is or has been shown in the Register of Firms as a partner in the firm.
- However, non-registration of a Partnership firm shall not affect:-
- The rights of third parties to sue the firm and/or its partners.
- The firms or partners in the firms which have no place of business in the territories to which this Act extends, or whose places of business in the said territories are situated in areas to which the act does not apply.
- any suit or claim or set-off not exceeding one hundred rupees in value which, in the Presidency-towns, is not of a kind specified in Section 19 of the Presidency Small Cause Courts Act, 1882 (15 of 1882), or outside the Presidency- towns, is not of a kind specified in the Second Schedule to the Provincial small Cause Courts Act, 1887 (9 of 1887), to any proceeding in execution or other proceeding incidental to or arising from any such suit or claim.
- the enforcement of any right to sue for the dissolution of a firm or for accounts of a dissolved firm, or any right or power to realise the property of a dissolved firm.
- the powers of an official assignee, receiver or Court under the Presidency-towns Insolvency Act, 1909 (3 of 1909), or the Provincial Insolvency Act, 1920 (5 of 1920), to realise the property of an insolvent partner.
- The rights of third parties to sue the firm and/or its partners.
- Rectification of mistakes (Section 64 of the Act)
- The Registrar shall have power at all times to rectify any mistake in order to bring the entry in the Register of Firms relating to any firm into conformity with the documents relating to that firm filed under this Act.
- On application made by all the parties who have signed any document relating to a firm filed under this Act, the Registrar may rectify any mistake in such document or in the record or note thereof made in the Register of Firms.
- The Registrar shall have power at all times to rectify any mistake in order to bring the entry in the Register of Firms relating to any firm into conformity with the documents relating to that firm filed under this Act.
- Inspection of Register and filed documents (Section 66 of the Act:)
- The Register of Firms shall be open to inspection by any person on payment of such fee as may be prescribed.
- All statements, notices and intimations filed under this Act shall be open to inspection, subject to such conditions and on payment of such fee as may be prescribed.
- The Register of Firms shall be open to inspection by any person on payment of such fee as may be prescribed.
- Grant of copies (Section 67 of the Act)
The Registrar shall on application furnish to any person, an payment of such fee as may be prescribed, a copy, certified under his hand, of any entry or portion thereof in the Register of Firms. - Maximum Fees
- As under Schedule 1 of the Act
- Statement under section 58(1) Fifty rupees
- Memorandum of appeal under section (4) Twenty-five rupees
- Statement under section 60 Fifteen rupees
- Intimation under section 61 Fifteen rupees
- Intimation under section 62 Fifteen rupees
- Notice under section 63(1) Fifteen rupees
- Intimation under section 63(1A) Fifteen rupees
- Notice under section 63(2) Fifteen rupees.
- Application under section 64 Fifteen rupees
- Inspection of the Register of Firms under Seven rupees sub-section (1) of section 66, for inspection and fifty of one volume of the Register of Firms paise
- Inspection of documents relating to a firm Seven rupees under sub-section I(2)D of section 66, and fifty for the inspection of all documents relating paise. to one firm
- Copies from the Register of Firms under Two rupees. section 67, for each hundred words or part thereof
- Price of Forms prescribed under the rules One rupee per Form
- State Government Rules
- The State Government may also make their rules
- prescribing the form of statement submitted under section 58, and of the verification thereof.
- requiring statements, intimations and notices under sections 60, 61, 62 and 63 to be in prescribed form, and prescribing the form thereof.
- prescribing the form of the Register of Firms, and the mode in which entries relating to firms are to be made therein, and the mode in which such entries are to be amended or notes made therein.
- regulating the procedure of the Registrar when disputes arise.
- regulating the filing of documents received by the Registrar.
- prescribing conditions for the inspection of original documents.
- regulating the grant of copies.
- regulating the elimination of registers and documents.
- providing for the maintenance and form of an index to the Register of Firms; and
- generally, to carry out the purposes of this Chapter.
Every rule made by the State Government under this section shall be laid, as soon as it is made, before the State Legislature. - prescribing the form of statement submitted under section 58, and of the verification thereof.
- Cooperative Society
- Prescribed application for registration duly filled in shall be made to the Registrar of Cooperative societies.
- the application shall be accompanied by four copies of the proposed Bye-laws of the society;
- Where all the applicants are individuals, the number of applicants shall not be less than ten;
- the application shall be signed by every one of such applicants if the applicants are individuals;
- if the applicant is a society, by a member duly authorised by such society;
The relevant application forms can be obtained from the nearest Office of Registrar of Cooperatives.
- Multi State Cooperative Society
- An application for registration of a Multi-State Cooperative society shall be made in the prescribed form (Form 1 and Form 2)
- the application shall be signed by:-
- In the case of a multi-state Cooperative society of which all the members are individuals, by at least fifty persons from each of the states concerned.
- In case the members are Cooperative Societies, by duly authorised representatives on behalf of at least five such societies as are not registered in the same state;
- In case the members are other Multi-State Cooperative Societies and other Cooperative Societies, by duly authorised representatives of each of such societies; However, not less than two of the co-operative societies referred to in this clause, shall be such as are not registered in the same State
- If the members are cooperative societies or multi-state Cooperative societies and individuals, by at least (i) fifty persons, being individuals from each of the two states or more and; (ii) one Cooperative society each from two states or more or one Multi-state Cooperative society.
- The application shall be accompanied by:-
- four copies of the proposed Bye-laws.of the Multistate cooperative society.,duly signed by each of the persons who sign the application.
- Name of the proposed multi-state cooperative society.
- Head Quarters and address to be registered.
- a list of persons who have contributed to the share capital, together with the amount contributed by each of them, and the admission fee paid by them.
- Area of operation.
- Main objectives
- a certificate from the Bank or banks stating the credit balance in favour of the proposed multistate cooperative society.
- a scheme showing the details explaining how the working of the multi-State co-operative society will be economically sound and the registration of such multi-State co-operative society will be beneficial for social and economic betterment of its members through self-help and mutual aid in accordance with the co-operative principles.
- certified copy of the resolution of the promoters which shall specify the name and address of one of the applicants to whom the Central Registrar may address correspondence under the rules before registration and dispatch or hand over registration documents.
The relevant application forms can be obtained from the nearest Office of Registrar of Cooperatives
Note : Please note that for Sole Proprietorship no agreement is required to be made and registration of the firm is also not essential. However, the owner may be required to obtain a license specific to the line of business from the local administration.
A Joint Hindu Family Business comes into existence by the operation of Hindu law and not out of contract. The rights and liabilities of co-parceners are determined by the general rules of the Hindu law. Registration is not necessary, but the rights of its members to sue third parties for claims of debt remains unaffected.