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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.
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