Incorporation

Group Members
 Devendra Bhagyawant
 Atit Dhaygude  Ankita Gagwani

 Shekhar Gite
 Pratik Patil  Roy Thomas

-

61 66 73 77 105 111

MMS (Finance)

“An incorporated association, which is an artificial person created by law, having a separate entity, with a perpetual succession and a common seal.”

       

Incorporated Association Artificial Legal Person Independent Corporate Personality Limited Liability Perpetual Succession Transferability of Shares Common Seal May Sue & Be Sued

Companies

Royal Charter

Statutory Companies

Registered Companies

Companies Ltd by Shares

Companies Ltd by Guarantee

Unlimited Companies

Public Companies

Private Companies



Incorporation of company brings company into existence as a legal person. The process by which a business becomes a legal entity separate from its owner(s). The incorporation procedure all over India is same. Since year 2007 ROC have introduced a new system of efiling, under which all forms are to be submitted online and the original documents in person.



 

Proposed Company

Public Co.
Min Shareholders = 7 Min Directors = 3 Min Paid-up Cap = Rs. 5.00 Lacs Required To Obtain: •Director Identification Number (DIN) •Digital Signature Certificate (DSC)

Private Co.
Min Shareholders = 2 Min Directors = 2 Min Paid-up Cap = Rs. 1.00 Lac

A. Name Approval 1. Submission of Application for name availability 2. Approval of Name by RoC

B. Steps for Incorporation (Post Name Approval)
1. Drafting, Stamping & Subscription of MoA & AoA
2. Submission of Documents
     

Application for Incorporation MoA & AoA Form No. 1 (Declaration of compliance) Form No. 18 (Situation of the registered office) Form No. 32 (Directors, Managers and Secretary ) DD in favour of RoC for Registration fee

3. Scrutinization of papers 4. Issue of Certificate of Incorporation & Certificate of Commencement of Business



It brings the company into existence as a legal person. Upon its issue the company is born.
Also called Certificate of Registration. The date mentioned on the certificate must be considered as the date of formation of the company.

 



A private company can commence business right from the date of its incorporation.
But, in the case of a public company, a further certificate for the commencement of business has to obtained. This becomes necessary where a company has issued a prospectus inviting the public to subscribe for its shares.







This document contains rules, regulations and bye-laws for the general administration of the company.
The filling of AoA is obligatory for Private Ltd Co. Public Ltd Co may not have its own AoA because it may adopt Table 'A'.

 



Contains the rules regarding the constitution, activities or objects of the company Framework Enables to know, what is the permitted range of company Governs relations between the company & outside world Public Document

   

Contents of MoA
1. 2. 3. 4. 5. 6. Name Clause Registered Office Clause Objects Clause Liability Clause Capital Clause Subscription Clause

1) Name Clause


 

Shall not be registered with any name - undesirable - identical or - too nearly resembles the name of existing company Public Ltd Co – Limited Private Ltd Co- Private Limited

2) Registered Office Clause
- The name of state

3) Objects Clause
- Main Objects - Objects Incidental or Ancillary to the attainment of the main objects - Other Objects

4) Liability Clause
- Nature of liability of the Shareholders - Omitted from MoA of unlimited companies

5) Capital Clause
- Capital with which a company is registered

6) Association (Subscription) Clause
- Declaration made by the Subscribers

MEMORANDUM OF ASSOCIATION OF RELIANCE INDUSTRIES LIMITED

 

The term Ultra Vires means beyond powers The company is empowered to do only such acts which are:
Within the framework of the MoA of the company, 2. Which are reasonably and fairly incidental to the attainment of its objects, or 3. Which are otherwise authorized by Companies Act.
1.



If the company does any acts which are not covered under the 3 categories, such acts shall be beyond the power of the company and shall be declared ultra vires the MoA of the company.

Categorization o Ultra Vires Acts 1. Acts ultra Vires the Directors 2. Acts ultra Vires the AoA 3. Acts ultra vires the MoA Implication of Ultra Vires Acts 1. Infliction against the Company 2. Personal liability of the Directors 3. Ultra vires contracts are void



If name is undesirable one in the opinion of the Central Govt.  Ordinary Resolution & Approval of CG



If the Company wants to change name  Special Resolution & Approval of CG



The Directors of a company registered & incorporated in the name “Mars Textile India Ltd” desire to change the name of the company entitled “National Textiles & Industries Ltd”.
 Ascertaining from the RoC whether the proposed name is

available or not. For this purpose, company should file the prescribed Form No. 1A with RoC with necessary fee.

 The RoC after examination will inform whether the new name is

available or not for registration

 In case name is available, the company has to pass a Special

Resolution approving the change of name to “National Textiles & Industries Ltd” and it has to take approval of the Central Govt.

 Filling of application along with the prescribed fee for change

of name.

 If the RoC is satisfied that the relevant procedures have been

complied with by company, in this regards, the RoC shall issue fresh certificate with the change embodied therein.
the issue of a fresh Certificate of Incorporation. the former name.

 The change in name shall be complete and effective only on  The RoC shall enter the new name in the Register in place of  The change of name shall not affect any rights or obligations

of the company and it shall not render any legal proceedings by or against it.