Module 2

Registering a Company:

The first step towards registration of a company (under section 25 of the Indian Companies Act) is

The application for availability of name to the registrar of companies, which must be made in the prescribed form no. 1A, together with a fee of Rs 500/-. It is advisable to suggest a choice of three other names by which the company will be called, in case the first name, which is proposed, is not found acceptable by the registrar.

The office of the registrar of companies in Bombay is situated at

Everest,

Marine Drive,

Bombay 400 002.

According to section 25 of the Indian Companies Act, "where it is proved to the satisfaction of the Central Government that an association is to be formed as a limited company for promoting, Commerce, Art, Science, Religion, Charity or any other useful purpose, and it intends to apply its profits, if any, or other income in promoting its objects and prohibits the payment of any dividend to its members, then the government may, by a licence, direct that the association be registered as a Company with limited liability without the addition to its name, of the word, "Limited" or call it "Private Limited".

Once the availability of name is confirmed, an application should be made in writing to the regional director of the company law board.

The application should be accompanied by the following documents:

• Three printed or typewritten copies of the memorandum and articles of association of the proposed company duly signed by all the promoters with full name, address and occupation.
  

• A declaration by an advocate or a chartered accountant that the memorandum and articles of association have been drawn up in conformity with the provisions of the Act and that all the requirements of the Act and the rules made thereunder have been duly complied with, in respect of registration or matters incidental or supplementary thereto.

• Three copies of a list of the names, addresses and occupations of the promoters (and where a firm is a promoter, of each partner in the firm), as well as of the members of the proposed board of directors, together with the names of companies, associations and other institutions in which such promoters, partners and members of the proposed board of directors are directors or hold responsible positions, if any, with description of the positions so held.

• A statement showing in detail the assets (with the estimated values thereof) and the liabilities of the association, as on the date of the application or within seven days of that date.

• An estimate of the future annual income and expenditure of the proposed company, specifying the sources of the income and the objects of the expenditure.
  
  

• A statement giving a brief description of the work, if any, already done by the association and of the work proposed to be done by it after registration, in pursuance of section 25.
  
  

• A statement specifying briefly the grounds on which the application is made.

• A declaration by each of the persons making the application that he/she is of sound mind, not an undischarged insolvent, not convicted by a court for any offence and does not stand disqualified under section 203 of the companies Act, 1956, for appointment as a director.

• The applicants must also furnish to the registrar of companies (of the state in which the registered office of the proposed company is to be, or is situate) a copy of the application and each of the other documents which had been filed before the regional director of the company law board.

• The applicants should also, within a week from the date of making the application to the regional director of the company law board, publish a notice in the prescribed manner at least once. This should be done in a newspaper in the principle language of the district in which the registered office of the proposed company is to be situated or is situated and circulating; and at least once in an English newspaper circulating in that district.

The regional director shall, after considering the objections, if any, received within 30 days from the date of publication of the notice in the newspaper, and after consulting any authority, department or ministry, as he may, in his discretion, decide, determine whether the licence should or should not be granted.

The regional director may also direct the company to insert in its memorandum, or in its articles, or in both, such conditions of the licence as may be specified by him in this behalf.

It generally takes about 8 to 12 weeks after application to receive the licence under section 25 of the Companies Act, 1956.