Page 1
INCORPORATION OF COMPANY AND MATTERS
INCIDENTAL THERETO
• PROMOTER
Meaning: A promoter is a one (i.e. individual firm, company etc.) who performs
the preliminary duties necessary to bring the company into being and float it, i.e.
who brings the company into existence. He conceives the idea, develops it and
induces others to join the enterprise.
The promoter originates the scheme for the formation of a company, gets
together the subscribers to the memorandum, gets the memorandum and articles
prepared, executed and registered; finds the bankers, brokers and legal advisers,
finds the first directors, settles the terms of preliminary contracts with vendors
and makes arrangement for preparation, advertisement and circulation of the
prospectus and placement of the capital.
Definition: The term "Promoter” under section 2(69) means a person—
a) who has been named as such in a prospectus or is identified by the
company in the annual return referred to in section 92; or
b) who has control over the affairs of the company, directly or indirectly
whether as a shareholder, director or otherwise; or
c) in accordance with whose advice, directions or instructions the Board of
Directors of the company is accustomed to act.
A person who merely acts in a professional capacity on behalf of the promoter,
such as a solicitor or an accountant and who is paid by him is not a promoter.
• INCORPORATION OF COMPANIES
I. Selection of the type of company
II. Preliminary Requirements
III. Reservation of Name
IV. Preparation of the Memorandum of Association and Articles of Association
V. Filing of the documents with the Registrar of Companies
(a) The memorandum and articles
(b) a declaration in the prescribed
(c) an declaration in Form INC-9
(d) The address for correspondence
(e) prescribed particulars of every subscriber
(f) particulars of the interests of the persons mentioned in the articles as the
first directors along with FormDIR-12
(g) E-Form INC-22
VI. Certificate of Incorporation and allotment of Corporate Identity Number
VII. Effect of Registration [Sec. 9]
VIII. Commencement of Business [Sec. 11]
Page 2
INCORPORATION OF COMPANY AND MATTERS
INCIDENTAL THERETO
• PROMOTER
Meaning: A promoter is a one (i.e. individual firm, company etc.) who performs
the preliminary duties necessary to bring the company into being and float it, i.e.
who brings the company into existence. He conceives the idea, develops it and
induces others to join the enterprise.
The promoter originates the scheme for the formation of a company, gets
together the subscribers to the memorandum, gets the memorandum and articles
prepared, executed and registered; finds the bankers, brokers and legal advisers,
finds the first directors, settles the terms of preliminary contracts with vendors
and makes arrangement for preparation, advertisement and circulation of the
prospectus and placement of the capital.
Definition: The term "Promoter” under section 2(69) means a person—
a) who has been named as such in a prospectus or is identified by the
company in the annual return referred to in section 92; or
b) who has control over the affairs of the company, directly or indirectly
whether as a shareholder, director or otherwise; or
c) in accordance with whose advice, directions or instructions the Board of
Directors of the company is accustomed to act.
A person who merely acts in a professional capacity on behalf of the promoter,
such as a solicitor or an accountant and who is paid by him is not a promoter.
• INCORPORATION OF COMPANIES
I. Selection of the type of company
II. Preliminary Requirements
III. Reservation of Name
IV. Preparation of the Memorandum of Association and Articles of Association
V. Filing of the documents with the Registrar of Companies
(a) The memorandum and articles
(b) a declaration in the prescribed
(c) an declaration in Form INC-9
(d) The address for correspondence
(e) prescribed particulars of every subscriber
(f) particulars of the interests of the persons mentioned in the articles as the
first directors along with FormDIR-12
(g) E-Form INC-22
VI. Certificate of Incorporation and allotment of Corporate Identity Number
VII. Effect of Registration [Sec. 9]
VIII. Commencement of Business [Sec. 11]
• MEMORANDUM OF ASSOCIATION
“Fundamental Document”
Memorandum of Association is the fundamental condition upon which alone is
allowed to incorporate.
Definition and Meaning of
Memorandum:
Section 2(56) of the Companies Act,
2013.
"Memorandum" means memorandum
of association of a company as
originally framed or as altered from
time to time in pursuance of any
previous companies law or of this Act.
The memorandum of association is a document, which contains the fundamental
provisions of the company's constitution. It defines as well as confines the
powers of the company. It not only shows the objects of formation but also
determines the utmost possible scope of its operations beyond which its action
cannot go.
Purpose of
Memorandum:
The purpose of memorandum is two-fold.
1. The Prospective shareholder who contemplates the
investment of his savings, should know the field in, or the
purpose for which it is going to be used and what risk he is
taking in making the investment.
2. Outsiders or Creditors dealing with the company will know
without reasonable doubt whether the contractual relation
into which he contemplates entering with the company is
one relating to a matter within its corporate objects.
Form of
Memorandum
[Section 4]:
• Table A is applicable to companies limited by shares;
• Table B is applicable to companies limited by guarantee
and not having a share capital;
• Table C is applicable to the companies limited by guarantee
and having a share capital;
• Table D is applicable to unlimited companies and not
having a share capital;
• Table E is applicable to unlimited companies and having a
share capital.
Printing and Signing of Memorandum [Sections 3 & 4]: The memorandum of
association must be
a. Printed,
b. Divided into paragraphs, numbered consecutively and Signed by each
subscriber (7 in the case of a public company; 2 in the case of a private
company and 1 in the case of OPC) in the presence of at least one witness
who shall attest the signatures of the subscribers.
Page 3
INCORPORATION OF COMPANY AND MATTERS
INCIDENTAL THERETO
• PROMOTER
Meaning: A promoter is a one (i.e. individual firm, company etc.) who performs
the preliminary duties necessary to bring the company into being and float it, i.e.
who brings the company into existence. He conceives the idea, develops it and
induces others to join the enterprise.
The promoter originates the scheme for the formation of a company, gets
together the subscribers to the memorandum, gets the memorandum and articles
prepared, executed and registered; finds the bankers, brokers and legal advisers,
finds the first directors, settles the terms of preliminary contracts with vendors
and makes arrangement for preparation, advertisement and circulation of the
prospectus and placement of the capital.
Definition: The term "Promoter” under section 2(69) means a person—
a) who has been named as such in a prospectus or is identified by the
company in the annual return referred to in section 92; or
b) who has control over the affairs of the company, directly or indirectly
whether as a shareholder, director or otherwise; or
c) in accordance with whose advice, directions or instructions the Board of
Directors of the company is accustomed to act.
A person who merely acts in a professional capacity on behalf of the promoter,
such as a solicitor or an accountant and who is paid by him is not a promoter.
• INCORPORATION OF COMPANIES
I. Selection of the type of company
II. Preliminary Requirements
III. Reservation of Name
IV. Preparation of the Memorandum of Association and Articles of Association
V. Filing of the documents with the Registrar of Companies
(a) The memorandum and articles
(b) a declaration in the prescribed
(c) an declaration in Form INC-9
(d) The address for correspondence
(e) prescribed particulars of every subscriber
(f) particulars of the interests of the persons mentioned in the articles as the
first directors along with FormDIR-12
(g) E-Form INC-22
VI. Certificate of Incorporation and allotment of Corporate Identity Number
VII. Effect of Registration [Sec. 9]
VIII. Commencement of Business [Sec. 11]
• MEMORANDUM OF ASSOCIATION
“Fundamental Document”
Memorandum of Association is the fundamental condition upon which alone is
allowed to incorporate.
Definition and Meaning of
Memorandum:
Section 2(56) of the Companies Act,
2013.
"Memorandum" means memorandum
of association of a company as
originally framed or as altered from
time to time in pursuance of any
previous companies law or of this Act.
The memorandum of association is a document, which contains the fundamental
provisions of the company's constitution. It defines as well as confines the
powers of the company. It not only shows the objects of formation but also
determines the utmost possible scope of its operations beyond which its action
cannot go.
Purpose of
Memorandum:
The purpose of memorandum is two-fold.
1. The Prospective shareholder who contemplates the
investment of his savings, should know the field in, or the
purpose for which it is going to be used and what risk he is
taking in making the investment.
2. Outsiders or Creditors dealing with the company will know
without reasonable doubt whether the contractual relation
into which he contemplates entering with the company is
one relating to a matter within its corporate objects.
Form of
Memorandum
[Section 4]:
• Table A is applicable to companies limited by shares;
• Table B is applicable to companies limited by guarantee
and not having a share capital;
• Table C is applicable to the companies limited by guarantee
and having a share capital;
• Table D is applicable to unlimited companies and not
having a share capital;
• Table E is applicable to unlimited companies and having a
share capital.
Printing and Signing of Memorandum [Sections 3 & 4]: The memorandum of
association must be
a. Printed,
b. Divided into paragraphs, numbered consecutively and Signed by each
subscriber (7 in the case of a public company; 2 in the case of a private
company and 1 in the case of OPC) in the presence of at least one witness
who shall attest the signatures of the subscribers.
Contents of Memorandum: Section 4 of the Companies Act provides that the
memorandum of association of every company must contain the following
clauses:-
Name Clause
Situation or Registered Office Clause
Objects Clause
Liability Clause
Capital Clause (only in the case of a company having a share capital)
Association Clause and Subscription Clause
Succession Clause (only in the case of OPC)
Change of Name [Section 13] :
Pass SR
Approval of CG (not required in case of addition or deletion of the word
private)
Intimate to ROC under a form MGT 14
INC 24
New name INC 1
Alter MOA
Copy of altered MOA + Copy of SR + copy of approval from CG – file to
ROC
New COI
Rectification of Name (Sec. 16)
Mere resemblance
Central Government – SUO – MOTO given notice to the company for
rectification of name (pass OR within three months)
Company approaching CG for rectification of name – CG will give notice
(pass OR within 6 months – only within 3 years from DOI)
Page 4
INCORPORATION OF COMPANY AND MATTERS
INCIDENTAL THERETO
• PROMOTER
Meaning: A promoter is a one (i.e. individual firm, company etc.) who performs
the preliminary duties necessary to bring the company into being and float it, i.e.
who brings the company into existence. He conceives the idea, develops it and
induces others to join the enterprise.
The promoter originates the scheme for the formation of a company, gets
together the subscribers to the memorandum, gets the memorandum and articles
prepared, executed and registered; finds the bankers, brokers and legal advisers,
finds the first directors, settles the terms of preliminary contracts with vendors
and makes arrangement for preparation, advertisement and circulation of the
prospectus and placement of the capital.
Definition: The term "Promoter” under section 2(69) means a person—
a) who has been named as such in a prospectus or is identified by the
company in the annual return referred to in section 92; or
b) who has control over the affairs of the company, directly or indirectly
whether as a shareholder, director or otherwise; or
c) in accordance with whose advice, directions or instructions the Board of
Directors of the company is accustomed to act.
A person who merely acts in a professional capacity on behalf of the promoter,
such as a solicitor or an accountant and who is paid by him is not a promoter.
• INCORPORATION OF COMPANIES
I. Selection of the type of company
II. Preliminary Requirements
III. Reservation of Name
IV. Preparation of the Memorandum of Association and Articles of Association
V. Filing of the documents with the Registrar of Companies
(a) The memorandum and articles
(b) a declaration in the prescribed
(c) an declaration in Form INC-9
(d) The address for correspondence
(e) prescribed particulars of every subscriber
(f) particulars of the interests of the persons mentioned in the articles as the
first directors along with FormDIR-12
(g) E-Form INC-22
VI. Certificate of Incorporation and allotment of Corporate Identity Number
VII. Effect of Registration [Sec. 9]
VIII. Commencement of Business [Sec. 11]
• MEMORANDUM OF ASSOCIATION
“Fundamental Document”
Memorandum of Association is the fundamental condition upon which alone is
allowed to incorporate.
Definition and Meaning of
Memorandum:
Section 2(56) of the Companies Act,
2013.
"Memorandum" means memorandum
of association of a company as
originally framed or as altered from
time to time in pursuance of any
previous companies law or of this Act.
The memorandum of association is a document, which contains the fundamental
provisions of the company's constitution. It defines as well as confines the
powers of the company. It not only shows the objects of formation but also
determines the utmost possible scope of its operations beyond which its action
cannot go.
Purpose of
Memorandum:
The purpose of memorandum is two-fold.
1. The Prospective shareholder who contemplates the
investment of his savings, should know the field in, or the
purpose for which it is going to be used and what risk he is
taking in making the investment.
2. Outsiders or Creditors dealing with the company will know
without reasonable doubt whether the contractual relation
into which he contemplates entering with the company is
one relating to a matter within its corporate objects.
Form of
Memorandum
[Section 4]:
• Table A is applicable to companies limited by shares;
• Table B is applicable to companies limited by guarantee
and not having a share capital;
• Table C is applicable to the companies limited by guarantee
and having a share capital;
• Table D is applicable to unlimited companies and not
having a share capital;
• Table E is applicable to unlimited companies and having a
share capital.
Printing and Signing of Memorandum [Sections 3 & 4]: The memorandum of
association must be
a. Printed,
b. Divided into paragraphs, numbered consecutively and Signed by each
subscriber (7 in the case of a public company; 2 in the case of a private
company and 1 in the case of OPC) in the presence of at least one witness
who shall attest the signatures of the subscribers.
Contents of Memorandum: Section 4 of the Companies Act provides that the
memorandum of association of every company must contain the following
clauses:-
Name Clause
Situation or Registered Office Clause
Objects Clause
Liability Clause
Capital Clause (only in the case of a company having a share capital)
Association Clause and Subscription Clause
Succession Clause (only in the case of OPC)
Change of Name [Section 13] :
Pass SR
Approval of CG (not required in case of addition or deletion of the word
private)
Intimate to ROC under a form MGT 14
INC 24
New name INC 1
Alter MOA
Copy of altered MOA + Copy of SR + copy of approval from CG – file to
ROC
New COI
Rectification of Name (Sec. 16)
Mere resemblance
Central Government – SUO – MOTO given notice to the company for
rectification of name (pass OR within three months)
Company approaching CG for rectification of name – CG will give notice
(pass OR within 6 months – only within 3 years from DOI)
Methods of shifting of Registered Office within same state:
Change within the local
limits of same 'town
[Sec. 12]:
A company can change its
registered office from one
place to another within the
local limits of the city, town
or village, where it is
situated by passing a
Board Resolution.
A notice of the change is
to be given to the Registrar
of Companies in Form
INC.22 within 15 days of
such change.
? This change of
registered office does
not involve alteration
of memorandum.
Change from one city to
another within the same State
and which does not involve
the change of jurisdiction of
Registrar of Companies, [Sec.
12]:
A special resolution has to be
passed in the general meeting
of the company. The special
Resolution shall be passed by
Postal Ballot in case of public
company.
Form No. MGT.14 shall be filed
to the Registrar of Companies
within 30 days of passing the
special resolution.
Also within 15 days of the
change of the registered office,
a notice to the Registrar should
be given of the new location of
the office in Form No. INC.22.
?This change of registered
office also does not involve
alteration of memorandum.
Change from one city to another within the same State involving
change of jurisdiction of Registrar of Companies [Sec. 12]:
A special resolution has to be passed in the general meeting of the
company.
Apply to Regional Director for approval
Regional Director shall communicate within a period of 30 days from
the date of receipt of application
The company shall file the confirmation with the Registrar within a
period of 60 days of the date of confirmation
ROC shall register the same and certify the registration within a
period of 30 days from the date of filing of such confirmation.
Form No. MGT.14 shall be filed to the Registrar of Companies within
30 days of passing the special resolution.
Also within 15 days of the change of the registered office, a notice to the
Registrar should be given of the new location of the office in Form No.
INC.22.
?This change of registered office also does not involve alteration of
memorandum.
? This provision is applicable only in those states where there are
more than one offices of Registrar of Companies. At present there are
two states, where there are more than one offices of ROCs. They are
Maharashtra and Tamil Nadu. In Maharahstra, the two offices of ROCs
are located at Mumbai and Pune; whereas in Tamil Nadu, the two
offices of ROCs are located at Chennai and Coimbatore.
Page 5
INCORPORATION OF COMPANY AND MATTERS
INCIDENTAL THERETO
• PROMOTER
Meaning: A promoter is a one (i.e. individual firm, company etc.) who performs
the preliminary duties necessary to bring the company into being and float it, i.e.
who brings the company into existence. He conceives the idea, develops it and
induces others to join the enterprise.
The promoter originates the scheme for the formation of a company, gets
together the subscribers to the memorandum, gets the memorandum and articles
prepared, executed and registered; finds the bankers, brokers and legal advisers,
finds the first directors, settles the terms of preliminary contracts with vendors
and makes arrangement for preparation, advertisement and circulation of the
prospectus and placement of the capital.
Definition: The term "Promoter” under section 2(69) means a person—
a) who has been named as such in a prospectus or is identified by the
company in the annual return referred to in section 92; or
b) who has control over the affairs of the company, directly or indirectly
whether as a shareholder, director or otherwise; or
c) in accordance with whose advice, directions or instructions the Board of
Directors of the company is accustomed to act.
A person who merely acts in a professional capacity on behalf of the promoter,
such as a solicitor or an accountant and who is paid by him is not a promoter.
• INCORPORATION OF COMPANIES
I. Selection of the type of company
II. Preliminary Requirements
III. Reservation of Name
IV. Preparation of the Memorandum of Association and Articles of Association
V. Filing of the documents with the Registrar of Companies
(a) The memorandum and articles
(b) a declaration in the prescribed
(c) an declaration in Form INC-9
(d) The address for correspondence
(e) prescribed particulars of every subscriber
(f) particulars of the interests of the persons mentioned in the articles as the
first directors along with FormDIR-12
(g) E-Form INC-22
VI. Certificate of Incorporation and allotment of Corporate Identity Number
VII. Effect of Registration [Sec. 9]
VIII. Commencement of Business [Sec. 11]
• MEMORANDUM OF ASSOCIATION
“Fundamental Document”
Memorandum of Association is the fundamental condition upon which alone is
allowed to incorporate.
Definition and Meaning of
Memorandum:
Section 2(56) of the Companies Act,
2013.
"Memorandum" means memorandum
of association of a company as
originally framed or as altered from
time to time in pursuance of any
previous companies law or of this Act.
The memorandum of association is a document, which contains the fundamental
provisions of the company's constitution. It defines as well as confines the
powers of the company. It not only shows the objects of formation but also
determines the utmost possible scope of its operations beyond which its action
cannot go.
Purpose of
Memorandum:
The purpose of memorandum is two-fold.
1. The Prospective shareholder who contemplates the
investment of his savings, should know the field in, or the
purpose for which it is going to be used and what risk he is
taking in making the investment.
2. Outsiders or Creditors dealing with the company will know
without reasonable doubt whether the contractual relation
into which he contemplates entering with the company is
one relating to a matter within its corporate objects.
Form of
Memorandum
[Section 4]:
• Table A is applicable to companies limited by shares;
• Table B is applicable to companies limited by guarantee
and not having a share capital;
• Table C is applicable to the companies limited by guarantee
and having a share capital;
• Table D is applicable to unlimited companies and not
having a share capital;
• Table E is applicable to unlimited companies and having a
share capital.
Printing and Signing of Memorandum [Sections 3 & 4]: The memorandum of
association must be
a. Printed,
b. Divided into paragraphs, numbered consecutively and Signed by each
subscriber (7 in the case of a public company; 2 in the case of a private
company and 1 in the case of OPC) in the presence of at least one witness
who shall attest the signatures of the subscribers.
Contents of Memorandum: Section 4 of the Companies Act provides that the
memorandum of association of every company must contain the following
clauses:-
Name Clause
Situation or Registered Office Clause
Objects Clause
Liability Clause
Capital Clause (only in the case of a company having a share capital)
Association Clause and Subscription Clause
Succession Clause (only in the case of OPC)
Change of Name [Section 13] :
Pass SR
Approval of CG (not required in case of addition or deletion of the word
private)
Intimate to ROC under a form MGT 14
INC 24
New name INC 1
Alter MOA
Copy of altered MOA + Copy of SR + copy of approval from CG – file to
ROC
New COI
Rectification of Name (Sec. 16)
Mere resemblance
Central Government – SUO – MOTO given notice to the company for
rectification of name (pass OR within three months)
Company approaching CG for rectification of name – CG will give notice
(pass OR within 6 months – only within 3 years from DOI)
Methods of shifting of Registered Office within same state:
Change within the local
limits of same 'town
[Sec. 12]:
A company can change its
registered office from one
place to another within the
local limits of the city, town
or village, where it is
situated by passing a
Board Resolution.
A notice of the change is
to be given to the Registrar
of Companies in Form
INC.22 within 15 days of
such change.
? This change of
registered office does
not involve alteration
of memorandum.
Change from one city to
another within the same State
and which does not involve
the change of jurisdiction of
Registrar of Companies, [Sec.
12]:
A special resolution has to be
passed in the general meeting
of the company. The special
Resolution shall be passed by
Postal Ballot in case of public
company.
Form No. MGT.14 shall be filed
to the Registrar of Companies
within 30 days of passing the
special resolution.
Also within 15 days of the
change of the registered office,
a notice to the Registrar should
be given of the new location of
the office in Form No. INC.22.
?This change of registered
office also does not involve
alteration of memorandum.
Change from one city to another within the same State involving
change of jurisdiction of Registrar of Companies [Sec. 12]:
A special resolution has to be passed in the general meeting of the
company.
Apply to Regional Director for approval
Regional Director shall communicate within a period of 30 days from
the date of receipt of application
The company shall file the confirmation with the Registrar within a
period of 60 days of the date of confirmation
ROC shall register the same and certify the registration within a
period of 30 days from the date of filing of such confirmation.
Form No. MGT.14 shall be filed to the Registrar of Companies within
30 days of passing the special resolution.
Also within 15 days of the change of the registered office, a notice to the
Registrar should be given of the new location of the office in Form No.
INC.22.
?This change of registered office also does not involve alteration of
memorandum.
? This provision is applicable only in those states where there are
more than one offices of Registrar of Companies. At present there are
two states, where there are more than one offices of ROCs. They are
Maharashtra and Tamil Nadu. In Maharahstra, the two offices of ROCs
are located at Mumbai and Pune; whereas in Tamil Nadu, the two
offices of ROCs are located at Chennai and Coimbatore.
• Change from one State to another State [Sec.13]
A special resolution has to be passed in the general meeting of the company.
Apply to Central Government for approval
Central Government shall communicate within a period of 60 days from the date of
receipt of application
The Central Government, before passing its order, may satisfy itself that the alteration
has the consent of the creditors, debenture-holders and other persons concerned with
the company or that the sufficient provision has been made by the company either for
the due discharge of all its debt and obligations or that adequate security has been
provided for such discharge.
File following documents with Registrar of both states:
a) A certified copy of the order of the Central Government approving the alteration
for change.
b) Altered copy of MOA
The ROC of the State where the registered office is being shifted to, shall issue a fresh
certi?cate of incorporation indication the alteration.
Also Form No. MGT.14 shall be filed to the Registrar of Companies within 30 days of
passing the special resolution. Also within 15 days of the change of the registered
office, a notice to the Registrar should be given of the new location of the office in
Form No. INC.22.
? A State Government cannot oppose shifting of the registered office of a company
from one state to another on the ground that by this change the State would be
deprived of its revenue. The question of loss of revenue to one state would have
to be considered in the context of total revenue of the Republic of India and in the
interest of the country as a whole.
? It was held that employees’ union, which is a registered body and which
represents quite a number of the employees employed at a registered office of
the company, has the right to appear and to oppose the application made to the
Central Government u/s 13 on the ground that their interests would be likely to be
prejudicially affected if such special resolution would be confirmed by the Central
Government
? This change of registered office INVOLVES alteration of memorandum.
• OBJECT CLAUSE
• Pass SR
• Alter MOA
• Copy of SR + copy of altered MOA submit to ROC
• LIABILTY CLAUSE
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