INCORPORATION STAGE

A sole proprietorship or partnership firm can be formed to carry out its business even without any registration. But a company can not be formed or permitted to run its business without registration. Infact, a company comes into existence only when it is registered with the Registrar of Companies.

For this purpose the promoter has to take the following steps:

(a) Approval of Name

It has to be ensured that the name selected for the company does not match with the name of any other company. For this, the promoter has to fill in a “Name Availability Form” and submit it to the Registrar of Companies along with necessary fees. The name must include the words(s) ‘Limited’ or ‘Private limited’ at the end. Once it is approved, the promoter can proceed with other formalities for the incorporation of the Company.

(b) Filing of Documents

After getting the name approved the promoter makes an application to the Registrar of Companies of the State in which the Registered Office of the company is to be situated for registration of the company. The application for registration must be accompanied by the following documents.

(i) Memorandum of Association (MOA): It defines the objectives of the company and states about the range of activities or operation. It must be duly stamped, signed and witnessed.

(ii) Articles of Association (AOA). It contains the rules and regulations regarding the internal management of the company. It must be properly stamped, duly signed by the signatories to the Memorandum of Association and witnessed.

(iii) A list of persons who have agreed to become Directors with their addresses etc.

(iv) Written consent of the proposed Directors to act in that capacity, duly signed by each Director.

(v) The notice about the exact address of the Registered Office of the company. It may, however, be filed within 30 days of incorporation or registration.

(vi) A copy of the name approval letter received from the Registrar of Companies.

(vii) A statutory declaration that all the legal requirements of the Companies Act in regard to incorporation have been complied with.

Along with the above documents, necessary filing fees and registration fees at the prescribed rates are also to be paid.

The Registrar will scrutinise all the documents and if he finds them in order, he will issue a Certificate of Incorporation. The moment the certificate is issued, the company comes into existence. So this certificate may be called as the Birth Certificate of a Joint Stock Company