Registration and incorporation of a company
The creation of a company is intended by the promoters or founders to fulfil certain statutory requirements that result in a company coming into existence, that the company is formed by its conclave, that is, the act of amalgamation comes only after the Registration of the company. The following procedure is adopted to amalgamate the company –
1. Preliminary proceedings
2. Submission of required documents to the Registrar
3. Obtain the certificate of amalgamation.
Initial proceedings: – In order to amalgamate a registered the company, the promoters of the company take necessary actions for amalgamation. The initial proceedings include the following –
· To determine whether the company will be private or public
· Fixing registrar office
· Seeking permission of the Registrar of Companies for the name of the company
· Prepare and print the necessary papers.
· If necessary, obtaining the license under the Industrial (Development and Regulation) Act 1951
· Drafting of initial contracts and preparing details in place of the entry or entry.
Submission of required documents to the registrar: – The promoter submits an application for amalgamation to the registrar of the state in which the company has registered his official status, the necessary forms along with the applicants are also presented to the registrar.
· Councillor Limitation Rules: – This is the basic document of the company that has a successful company registration in India, which reveals the relationship between the company and other persons. The company cannot do any work except for its stated purpose. Here the name, address, purpose, liability, capital etc. of the company Is described. No company can be amalgamated without it.
In the case of a public company, this document should be signed by seven persons and in the case of a private company, this document should be signed by two persons. At least one witness will sign these signatures by writing his name, address and profession. If there is a company with share capital, then the number of portions that he is willing to take is also written in front of the name of each signatory.
Councillor Articles: – Councillor Articles is the second important statutory document of the company which is required for the amalgamation of the company. It contains the rules and bye-laws made for the fulfilment of the objectives mentioned in the Council Limitation Rules and for the smooth functioning of the company. All the companies except the limited public company are required to file with their registrar.
The contract for the appointment of managerial employees: –
According to the Companies (Amendment) Act, 1988, if the company proposes to appoint the person as managing, operator, full-time operator or manager, then the contract related to the said appointment has to be submitted to the Registrar.
List of Operators: –
A list of Name is also to be submitted for those people, who have agreed to work as the first directors of the company, in case of a private company, it is not required to send it.
Written consent of operators: –
The public company, bound by an excerpt, is also required to submit a written consent containing the signatures of all the persons who have agreed to act as the operations of the company, along with the declaration that each operator has made his qualification portions, if any. Registered in his name and he is ready to take and pay them.
In the forms to be sent to the Registrar for amalgamation, a declaration is also sent to the effect that the company has completed all the formalities required for amalgamation. Such a statutory declaration should be signed by one of the following persons: (a) Supreme Court Or Advocate of the High Court,
(B) Attorney or lawyer who is authorized to appear in the High Court
(C) Any chartered accountant who does business in India related to the formation of the company
(D) The contents of the company are given in the 10th schedule.
Obtaining Certificate of Confirmation: –
When the necessary forms for amalgamation of the company are filed with the prescribed fee with the Registrar, then the Registrar checks all the forms and after being satisfied with the fulfilment of all the statutory formalities, issues a certificate of amalgamation of the company. In case of liability conferred in the amalgamation certificate, he shall also mention that the liability of the members of the company is limited. The company comes into existence the day the registrar issues the certificate of amalgamation to the company.