Company Registration under the Companies Act 2013

It can be described to indicate the relation of individuals to some common object. The purposes for which people can associate themselves are multiple and include financial as well as non-financial purposes. But, in common parlance, the word ‘company’ is generally reserved for financial purposes which are carrying on business for profit. The term company does not have a strictly technical or legal meaning. It can be described to indicate the relation of individuals to some common object or objects. The registered office of the company is the principal place of business activities carried on by the company. The promoter of the company decides the state in which the registered office will be at the time of incorporation. It is very important to know the registration process required while starting any company. So, in this article, we will get to know about the company’s registration process. To begin with, let’s get to know about the promoters of a company.

Promoters

a) According to section 2(69) of the companies act 2013, Promoter means a person whose name is given in the prospectus or identified by the company in the annual return referred to in section 92, or

b) Who controls the affairs of the company, directly or indirectly as a shareholder, director or otherwise, or

c) The board of directors of the company is alleged to have acted on the advice or instructions of anyone.

So, we can say that the promoters are the people who originally come up with the idea of ​​the company, create it and register it.

Incorporation Process :

Documents to be filed with the Registrar of Companies (ROC) :

Compulsory Documents :

1) Memorandum and Article of Association (MOA & AOA): Preparation of Memorandum and Articles and Memorandum of Association and Articles of Association The memorandum of association of a company shall be signed by its member, who shall add his name, address, description, and occupation, if any, in the presence of at least one witness. Whoever appends the signature and likes the appropriate mark and his name, address, description, and occupation, if any.

2) Statutory Declaration: Statutory Declaration in the prescribed form as an advocate, chartered accountant, cost accountant, or company secretary in practice and a person named in the articles as a director, manager, or secretary of the company engaged in the formation of the company has complied with all the requirements of the Companies Act (Form No. INC 8).

3) Affidavit: An affidavit shall be submitted by every member named in the articles in Form No. INC 9 and that he has not been convicted of any offense in connection with the promotion, formation, or management of any company, or has not been guilty of any fraud or misfeasance, or breach of any company duty under this Act or any company law during the last 5 years and that all the documents for registration of the company are correct and complete and true to the best of his knowledge and belief;

4) Particulars of subscribers: At the time of incorporation some particulars of subscribers shall be filed with ROC such as

a) If the Member is a non-corporate identity: First Name (including Surname), Father’s or Mother’s Name, Nationality, Date, and Place of Birth, PAN Number, Email ID, Phone Number, Fax No. Address proof, current and permanent address (including office address), etc.

b) If a member is a body corporate: Name, CIN no. , FCRN no. , office addresses, in the case of a resolution of the board of the company specifying authorization to subscribe to the memorandum of association of the proposed company and to invest in the proposed company, the number of shares subscribed by the body corporate, and the name, address, and designation of the person authorized to subscribe to the memorandum.

c) Partner resolution in case of LLP with the same information.

d) If the customer is a foreign entity corporate: A copy of the certificate of incorporation with the office address.

5) Details of First Director :

Particular details of every person mentioned in the articles as the first director of the company and his consent to act as a director of the company along with other forms or his interest in the body corporate shall be filed in Form No. DIR 12 with the prescribed fee.

6) Verification of furnishing of registered office — Section 12

From the 15th day of incorporation and at any time thereafter, the Company shall have a registered office capable of receiving and delivering all communications and notices addressed to it.

The registrar of the company registered office may verify the registered office within 30 days in the manner prescribed under section 25 (1) of the Companies (Incorporation) Rules 2014 and the registered official website of the INC 22.

7) Where the location of the registered offices is finalized by the promoters before the incorporation of the company, the promoters may also file a verification of the registered office in Form No. INC 22, along with the memorandum and articles.

8) Power of Attorney :

To complete the various formalities required for incorporation of the company, the promoter may appoint an attorney authorizing him to carry out the instructions/requirements given by the Registrar. This requires the execution of a power of attorney on non-judicial stamp paper of a value prescribed in the relevant State Stamp Acts.

Optional Documents :

· Verification of Registered Office Address of Company (Form №22)

· Special (Form №32) written documents of directors, managers, and secretaries are documents that can be filed with the ROC at the time of incorporation or within 30 days from the date of incorporation.

Issue of Certificate of Incorporation :

The Registrar shall retain and register with him a file of documents if he is satisfied that —

a. All requirements have been complied with, and

b. The company is authorized to be registered under this Act.

At the time of registration, the ROC will issue a Corporate Identity Number (CIN) to the company which will be a unique identifier for the company and which will also be included with the certificate.

Corporate Identity Number (CIN)

The Registrar also allocates a Corporate Identity Number (CIN) to the company which is a unique identification of the company. Allotment of CIN is from the date of incorporation of the company. The certificate bears this date.

Effects of Incorporation:

As per Section 9 of the Companies Act, 2013, the registration of a company has the following consequences:

· From the date of incorporation, the Memorandum Members and all subsequent members of the Company constitute a body corporate.

· A registered company can exercise all the functions of a company incorporated under the Act. Also, the company has the power to acquire, hold and dispose of all types of property in perpetuity. Also, can contract, sue, and be sued in that name.

· Further, the company becomes a legal entity separate from the incorporators from the date of incorporation. Also, a binding contract comes into existence between the company and its members as stipulated in the memorandum and articles of association. A company has perpetual existence until it is dissolved or struck off the register by the Registrar.

FAQs

What is a register of a company?

Registration is the process by which a company files the required documents with the Securities and Exchange Commission (SEC), detailing the details of the proposed public offering. A registration typically consists of two parts: a prospectus and a private filing.

How many types of registration for the company?

There are seven types of company registration:

1) sole proprietorship.

2) A one-man or person company.

3) Partnership Organization.

4) A limited liability partnership company.

5) A private limited company.

6) Limited Liability Company.

7) Section 8: Businesses (like NGOs)

Is Company Registration Compulsory?

Registration of a company under the Companies Act, 2013 is mandatory as all the provisions of the Act apply to companies registered under the Act.

Registration of articles is explained under which section of the Companies Act 2013?

According to Section 2(5) of the Companies Act, 2013, Articles of Association, 2013 means the Articles of Association (AOA in the Companies Act) created or amended by or according to any earlier Companies Act or enacted under this Act.

How to register a company under the Companies Act, 2013?

Documents to be attached with the SPICe+ form

1. e-MOA and e-AOA.

2. Declaration by First Director and Members.

3. Address proof of company office.

4. Resolution passed by the promoter company.

5. Copy of utility bills.

6. First Directors’ Interests in Other Entities.

7. Proof of identity and address of members.

What are the steps to register a company?

Particulars of Director, Manager, or Secretary — Form-32. Get the Certificate of Incorporation from the RoC after processing the forms and creating a corporate identity. Declare it in eForm 19 and attach the prospectus (Schedule II) to it. Obtain a certificate of commencement of business.

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