Registrars of Companies (ROC) appointed under Section 609 of the Companies Act covering the various States and Union Territories, are vested with the primary duty of registering companies floated in the respective States and Union Territories and of ensuring that such companies comply with statutory requirements under the Act. These offices function as registries of records relating to the companies registered with them, which are available for inspection by members of the public on payment of the prescribed fee.
The Registrars of Companies in different States primarily deal with the Incorporation of companies, change of name of companies, change of financial year, conversion of companies from Private to Public and vice versa, striking off of the names of companies, and default action against companies.
The steps to be followed for registering a private limited or a public limited company are enlisted here.
Steps to be taken to get incorporated a 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 a name in the General Rules and Forms along with a fee of Rs.500/- If the proposed name is not available apply for a fresh name on the same application.
# Arrange for the drafting of the Memorandum and Articles of Association by the solicitors, the vetting of the same by the ROC and the printing of the same.
# Arrange for the stamping of the Memorandum and Articles with the appropriate stamp duty.
# Get the Memorandum and Articles signed by at least 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 Articles are dated after the date of stamping.
Get the following forms duly filled up and signed:
# Declaration of Compliance # Notice of the situation of the registered office of the company # Particulars of the Director, Manager or Secretary
Present the following documents to the ROC with the filing fee and the registration fee:
# The stamped and signed copies of the Memorandum and Articles of Association (3 copies).
# Form-1, 18 & 32 in duplicate.
# Any agreement referred to in the M & A.
# Any agreement proposed to be entered into with any individual for appointment as Managing or whole time Director.
# Name availability letter issued by the ROC.
# Power of Attorney from the subscribers in favour of any person for making corrections on their behalf in the documents and papers filed for registration.
# Pay the Registration and Filing Fee by Demand Draft/Banker’s Cheque if it exceeds Rs.1000/-
# Obtain the Certificate of Incorporation from ROC.
Additional Steps to be taken for formation of a Public Limited Company
# Consent of Directors to act as such in Form No.29.
# Arrange for payment of application and allotment money by Directors on shares taken or agreed to be taken.
# File the Statement in Lieu of Prospectus with the ROC in schedule-iv of the Companies Act.
# File a declaration in Form-20 duly signed by one of the Directors.
# Obtain the Certificate of Commencement of Business.
Prashant Tyagi (Intern)
LEXIS & COMPANY