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Home > Business Law > The Incorporation of Indian Company Act 1956
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Registration of Company in India
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Registering Authorities

The list of the offices of the Registrar of the Companies is given below
 
Documents of Registration

After completion of the preliminaries as enumerated, the following documents are required to be filed with the Registrar of Companies of the State in which the company is proposed to be incorporated.
  1. Memorandum of Association (duly stamped) and a duplicate thereof.
  2. Articles of Association (duly stamped) and a duplicate thereof.
  3. The agreement, if any, which the company proposes to enter into with any individual for appointments as its managing or whole time director or manager.
  4. A copy of the agreement, if any, referred to in the articles.
  5. A power of Attorney, if any (with prescribed stamps).
  6. A copy of the letter of the Registrar of Companies intimating the availability of the proper name.
  7. Form No.1 (with prescribed stamps).
  8. Form No.18, if desired.
  9. Form No. 32 (in duplicate), if desired.
  10. Documents evidencing payment of prescribed registration and filing fee, i.e. a bank draft or a treasury challan.
  11. The promoters, as being the subscribers to the Memorandum and Articles should be the same person whose names are appearing in the original application for availability of name (Form 1A). If the names have changed, ROC will not register the company until and unless, the name is got re-validated with the new subscribers as applicants, by paying another fee of Rs. 500.

Registration fee

  1. The amount of registration fee payable is regulated with reference to the amount of authorized capital of the proposed company.
  2. The maximum registration fee is Rs. 2,00,04,000.
  3. The fee for registration of companies has been revised w.e.f 1.5.2000.The registration fee for a company will be as prevailing on the date of its actual registration and accordingly, the revised fee affective from 1.5.2000 will be applicable in respect of the companies registered on or after that date.
  4. If the authorized capital is increased subsequently, the company shall be liable to pay additional registration fee, i.e. the difference between the registration fee payable on the increased authorized capital (subject to the maximum limit of Rs. 2,00,04,000) and the fee already paid.
REGISTRATION FEE PAYABLE TO REGISTRAR OFCOMPANIES BY COMPANY HAVING SHARE CAPITAL
 
Authorised Capital Registration Fee on Memorandum of Associaion
Rs.
Authorised Capital Registration Fee on Memorandum of Associaion
Rs.
1,00,000 4,000
1,50,000 5,500
2,00,000 7,000
2,50,000 8,500
3,00,000 10,000
3,50,000 11,500
4,00,000 13,000
4,50,000 14,500
5,00,000 16,000
5,50,000 17,000
6,00,000 18,000
6,50,000 19,000
7,00,000 20,000
7,50,000 21,000
8,00,000 22,000
8,50,000 23,000
9,00,000 24,000
9,50,000 25,000
10,00,000 26,000
15,00,000 36,000
20,00,000 46,000
25,00,000 56,000
30,00,000 66,000
35,00,000 76,000
40,00,000 86,000
45,00,000 96,000
50,00,000 1,06,000
55,00,000 1,11,000
60,00,000 1,16,000
65,00,000 1,21,000
70,00,000 1,26,000
75,00,000 1,31,000
80,00,000 1,36,000
85,00,000 1,41,000
90,00,000 1,46,000
95,00,000 1,51,000
1,00,00,000 1,56,000
1,50,00,000 1,81,000
2,00,00,000 2,06,000
250,00,000 2,31,000
3,00,00,000 2,56,000
3,50,00,000 2,81,000
4,00,00,000 3,06,000
4,50,00,000 3,31,000
5,00,00,000 3,56,000
6,00,00,000 4,06,000
7,00,00,000 4,56,000
8,00,00,000 5,06,000
9,00,00,000 5.56,000
10,00,00,000 6,06,000
The above fee is calculated as per following Schedule:

Authorised Capital

Fee Payable

Upto Rs.1,00,000

Between Rs. 1,00,001 to Rs. 5,00,000
 
 
Between Rs. 5,00,001 to Rs. 50,00,000 
 
Between Rs. 50,00,001 to 1 crore 
Above Rs. 1 Crore
Rs. 4,000

Rs. 4,000 plus Rs 300 for every Rs. 10,000 or part after first Rs. 1,00,000 upto Rs. 5,00,000

Rs. 16,000 plus Rs. 200 for every Rs.10,000 or part after first Rs. 5,00,000 upto Rs. 50,00,000

Rs. 1,06,000 plus Rs. 100 for every Rs. 10,000 or part after first Rs. 50,00,000 upto Rs. 1 crore

Rs. 1,56,000 plus Rs. 50 for every Rs. 10,000 or part after first Rs. 1 crore
Note: Maximum fee is Rs. 2,00,04,000
 
Processing of Documents
  1. If the Registrar is satisfied that all the requirements have been complied with by the company, as per the Companies Act and the Rules framed thereunder; documents bear proper stamp duty and the conditions imposed by any other law for the time being in force, are also fulfilled, the Registrar will register the company.
  2. If any defect is found by the Registrar of Companies in the documents the same will have to be rectified by the applicant and authenticated by the signature (s) of a person authorized to de so.
  3. A form or documents would be defective for any one of the following reason , viz.
    1. The form or documents does not contain the necessary enclosures;
    2. The documents is not properly signed or certified;
    3. Certain particulars have not bee filled up;
    4. Certain particulars are apparently believed to be false;
    5. Not accompanied by the requisite filing fee;
    6. Not filed in proper time.
Improper refusal by Registrar
  1. The Registrar cannot refuse registration of a company if all the condition for Registration of the company as prescribed by Section 33 of the Act are complied with.
  2. If the registrar improperly refuses to register a company a writ of mandamus may be filed in the Court Law.
Certificate of Incorporation
  1. When the registrar decides to register a company it issues a Certificate of Incorporation of Company which is conclusive evidence as regards the compliance with the requirements of the Act in regards to registration of company and the matter precedent or incidental thereto.
  2. The date mentioned in this certificate of incorporation is the date of incorporation of the company.
  3. It brings the company into existence as a legal person.
ISSUE OF SHARE CAPITAL
 
After obtaining registration, the company proceeds with its business for which it requires funds. A private company cannot raise funds from the public; the capital is to be raised by way of private arrangements viz. from among the family members, relatives and friends, But first of all the company will issue shares to the subscribers to its memorandum and other members of the company. The issued capital must not exceed the authorized capital of the company. If a company wants to issue capital more than its authorized capital, it has to first raise, its authorized capital by passing a special/ordinary resolution (as prescribed in the Articles) and applying in Form No. 5-alongwith additional registration fee, before the ROC.
 
Types ofShares

A company may issue following types of Shares:
  1. Equity shares
  2. Preference shares

According to Section 90(2), a private company which is not a subsidiary of a public company may issue shares of such other kind as it may think fit.
Similarly a private company shall be free to issue shares with disproportionate voting rights

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Indian Companies Act 1956
Formation of a Private Limited Company
promoters/registered Office
Documents Required for Incorporation
Memorandum of Association
Articles of Association
Registration of Company in India
Name
Registrar of Companies
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