A company is a separate legal entity incorporated for a lawful purpose with perpetual succession.
Section 7 of the companies act, 2013 provides how to register company in India.
Procedure for incorporating company in India-
1) Filing e-application for reservation of a name
2) Draft and sign memorandum of association and articles of association of the company and submit it to ROC
3) Consent of persons to be nominated as directors of the company
4) Submit ‘statutory declaration of compliance’ and other documents
5) Payment of fees and amount of stamp duty
6) Obtaining certificate of incorporation from ROC duly signed by registrar
7)Filing of declaration of address of registered office
Important requirements for how to register company in India-
1. FILING OF DOCUMENTS WITH REGISTRAR
For the purpose of registration of a company, following documents and information must be filed with ROC within whose jurisdiction the proposed registered office of the company is to be situated-
• Memorandum of Association and Article of Association of the company duly signed by all the subscribers to memorandum of the company
• Declaration made by the person engaged in the formation of the company and the person named in Articles of the company, that all the requirements of companies act and its rules in respect of registration and matters precedent or incidental thereto have been complied with
• Declaration by subscribers to the memorandum and from the first directors of the company, stating that-
– He is not convicted of any offence in relation to promotion, formation or management of any company, or
– He has not found guilty of any fraud or misfeasance or any breach of duty in any company during last five years
– And all the documents filed with the registrar for incorporation of the company are correct and complete and to true to the best of his knowledge and belief
• Correspondence address till the registered office is established
• Particulars of every subscriber to the memorandum of the company along with proof of identity and in case of subscriber being a body corporate, such particulars as may be prescribed.
• Particulars of the first directors as mentioned in the articles of the company including the proof of identity.
• Particulars of interests of persons mentioned as first directors in the articles of the company in other firms or body corporate along with their consent to act as directors of the company
2. ISSUANCE OF CERTIFICATE OF INCORORATION
On the basis of documents and information filed with the registrar, registrar shall register all the documents and information in its register and issue a certificate of incorporation in prescribed form. Certificate of incorporation is a proof that company is incorporated under companies act, 2013 and is an answer to how to register company in India
3. ALLOTMENT OF CORPORATE IDENTITY NUMBER
Corporate identity number (CIN) is a distinct identity for the company. CIN is allotted to the company on and from the date mentioned in the certificate of incorporation giving company an unique identity
4. MAINTENANCE OF COPY OF ALL DOCUMENTS AND INFORMATION
The company shall maintain and preserve all the documents and information filed with the registrar at its registered office till its dissolution.
5. FURNISHING OF FALSE OR INCORRECT INFORMATION OR SUPPRESSION OF MATERIAL FACT, IF ANY:
If any person furnish false or incorrect information or document or suppresses any material information in relation to the registration of the company, of which he is aware of, he shall be liable for fraud under section 447 of the companies act, 2013 and should know how to register company in India
6. COMPANIES ALREADY INCORPORATED BY FURNISHING ANY FALSE OR INCORRECT INFORMATION OR REPRSENTING OR SUPPRESSING ANY MATERIAL FACT:
If after the incorporation of the company, it is proved that the company has been registered by furnishing any false or incorrect information or through suppression or representation of material fact in the documents, the promoters and the persons named as first directors of the company and the persons making declaration shall be liable for fraud under section 447 of the companies act, 2013.
7. ORDER OF TRIBUNAL
If a company has been incorporated by furnishing false or incorrect information or representation or suppression of any material fact in the documents filed for registration of the company, the tribunal may on the basis of application made to it shall-
– Pass such orders as it may think fit for the management of the company and for changing memorandum and articles of the company, or
– Direct that liability of members shall be unlimited, or
– Directly removing the name of the company from register of companies, or
– Pass an order for winding of company, or
– Pass such order as it may deem fit on being satisfied of the situation
Provided that, the company shall given reasonable opportunity of being heard regarding the matter and tribunal shall take into account the transactions entered by the company including any obligations or contract or payment of liability.
Therefore, now we know how to register company in India