1. COMPANY INCORPORATION CS Rahul P. Sahasrabuddhe Founding Partner SPRS And Co Company Secretaries Mobile No. 98 196 500 45 Email: RAHUL@SPRSCS.COM

2. STAGES OF INCORPORATION PROMOTION REGISTRATION FLOATATION COMMENCEMENT OF BUSINESS

3. STAGES OF INCORPORATION PROMOTION Term of Business – Whaley Bridge Printing Co v Green Persons who secures for themselves management of a Co to be formed Person Can not become a promoter merely because he signs MoA as a subscriber – OL v Mudaliar

4. STAGES OF INCORPORATION PROMOTER Se 2(69) – Named in Prospectus – Named in Annual Return – Control over affairs of the Co – Directs the Co to act To fix a liability on a promoter, it is not necessary to that he should be either a siganatory to M/AoA, Shareholder or Director – Probir Kumar Misra v Ramani Ramaswamy (2010) SC

5. STAGES OF INCORPORATION POSITION OF A PROMOTER Fiduciary Duty Not an Agent nor a Trustee Cestui que trust exists between Co and Promoter – Lidney & Wingpool Iron Ore Co v Bird Duties under Contract Act Not to make secret profit To disclose interest

6. STAGES OF INCORPORATION LIABILITY OF A PROMOTER Se 26 - Non compliance with matters to be stated in prospectus – Unlimited liability Se. 35 - Civil Liability for mis- statement in prospectus- Unlimited liability Se. 34 - Criminal liability for mis statement in prospectus - 6 m to 10 Yr of Imprisonment and penalty upto 3 times of amount involved in fraud.

7. STAGES OF INCORPORATION PRE INCORPORATION CONTRACTS SPECIFIC RELIEF ACT Se 15 (h) – Contracts favoring Co. Contract warranted by terms of incorporation – enforceable by Co – Pattabhirama Rao v. Sri Ramanuja Ginning and Rice Factory Pvt Ltd. Se 19 – Contracts favoring other party The Co. need to adopt pre- incorporation contracts Contract warranted by terms of incorporation PROMOTERS LIABLE INDIVIDUALLY

8. PRE-REQUISITE Proposed Directors must have Digital Signature Certificate Proposed Directors must have Directors’ Identification No. Minimum 1 Director -Resident Indian Member/Member’s Nominee of OPC must be a naturalized Citizen of India.

9. TYPE OF COMPANY Pvt. Directors 2-15 Members 2-200 Public Directors 3-15 Members 7- No limit OPC Directors ??? Member 1-Naturalized RI

10. TYPE OF COMPANY Basis Share Capital Se 3(2) Limited by SharesLimited by Guarantee Unlimited Co

11. PROCESS OF INCORPORATION APPLICATION FOR NAME Maximum of Six Name Name must signify business of the Company Financing/Chit Fund/Insurance/Stock Broker, etc. Form INC 1

12. PROCESS OF INCORPORATION APPLICATION FOR NAME Name should not be – identical or similar to existing name – Not to infringe any other Law – Not un-desirable – No affinity to State – No affinity to Constitutional Bodies – No affinity to Freedom Fighters – No affinity to Tricolor – No affinity to any EmbassyNot in contravention of Emblems and Names (Prevention and Improper Use) Act, 1950 – No phonetic resemblance Cont……. Form INC 1

13. PROCESS OF INCORPORATION APPLICATION FOR NAME Name should not be – New name with “New” to existing name – Plural/Singular – Name with registered Trade Mark – Name with very well known Mark – Name offensive – Resembling name of registered LLP – Not reflecting proposed business of the Co Cont……. Form INC 1

14. PUBLICATION OF NAME Se 12 – Every Company Paint/Affix its name outside its Office Engrave it on its Seal (Seal is optional) Name, Address, CIN, Tele No., Fax No., Email, Website to appear on every Business Letter, Letterhead, notices, official publications, hundies, promissory notes, BoE, OPC to mention “One Person Company” below its name.

15. PUBLICATION OF NAME Publication of name outside the office does not mean outside the premises where the office is situated. Dr. H L Batliwalla Sons & Co. Ltd. v Emperor In case of default Penalty – Rs. 1K per day maximum of Rs. 1 Lac

16. PROCESS OF INCORPORATION PREPARATION INCORPORATION DOCUMENTS MEMORANDUM OF ASSOCIATION ARTICLES OF ASSOCIATION REGISTERED OFFICE ADDRESS SUBSCRIBERS TO MOA POWER OF ATTORNEY Not required in Electronic era Consent to Act as Director Affidavit by Subscribers to MoA and First Directors Registered Office Address Contd….. Forms INC 7 alongwith M/AOA INC 8 Declaration by Professional iNC 9 Affidavit from Subscribers, 1 st Directors INC 10 Specimen Sign DIR 12 Appointment of Directors INC 22 Registered Office

17. PROCESS OF INCORPORATION PREPARATION INCORPORATION DOCUMENTS Statutory Declaration – Compliance with applicable laws while incorporating the Co. – to be signed by Advocate, CA, CMA, CS in practice or by Director, Manager or Secretary of the Company to be formed Approval from Operative Regulator Forms INC 7 alongwith M/AOA INC 8 Declaration by Professional Affidavit from Subscribers, 1 st Directors INC 10 Specimen Sign DIR 12 Appointment of Directors INC 22 Registered Office

18. MEMORANDUM OF ASSOCIATION Se 2(56) & Se 13 Palmer’s English Law MoA is a document of great importance Anything done beyond MoA is void even if Shareholders pass an unanimous resolution. Ashbury Railway Carriage & Iron Co Ltd. v Riche

19. MEMORANDUM OF ASSOCIATION Se 4(6) MoA shall be in format as given in Table A-E in Sch I – Name – Registered Office – Objects – Liability – Subscription Se 6 MoA shall be bound by CoA CONTENTS

20. MEMORANDUM OF ASSOCIATION Table A – Co Limited by Shares Table B – Co Limited by Guarantee not having Share Capital Table C – Co Limited by Guarantee and having Share Capital Table D – Unlimited Co not having Share Capital Table E – Unlimited Co having Share Capital FORMAT

21. MEMORANDUM OF ASSOCIATION Discussed Already CONTENTS – Name

22. MEMORANDUM OF ASSOCIATION Must for every Co Mention the State Within 15 days of Incorporation Submit verification within 30 days CONTENTS – Registered Office

23. MEMORANDUM OF ASSOCIATION Se 4 (1) (c) Sphere of activities Co may do activities incidental to Objects – Attorney General v G E Rly Co. Doctrine of Ultra Virus – Given a go bye by English Law – Donation to a trust - Lakshmanaswamy Mudaliyar v LIC CONTENTS – Objects

24. MEMORANDUM OF ASSOCIATION DOCTRINE OF ULTRA VIRUS ILLUSORY PROTECTION CONTENTS – Objects

25. MEMORANDUM OF ASSOCIATION DOCTRINE OF ULTRA VIRUS What are not implied powers Acquire similar business Enter into partnership Political contributions Sale/ dispose of Co. property Charitable Donations Provide Guarantee CONTENTS – Objects

26. MEMORANDUM OF ASSOCIATION DOCTRINE OF ULTRA VIRUS Effects of UV Transactions Void ab Initio Injunction Personal Liability of Directors CONTENTS – Objects

27. MEMORANDUM OF ASSOCIATION Limited Unlimited CONTENTS – Liability

28. MEMORANDUM OF ASSOCIATION Authorised Capital CONTENTS – Capital

29. MEMORANDUM OF ASSOCIATION Signing of MoA Minimum 1 share Monies payable by member is a debt Subscriber as – Body Corporate – LLP – Illiterate CONTENTS – Subscription

30. ARTICLES OF ASSOCIATION Se 2 (2) Regulates Internal Management of the Company Contract betweens – Co and Members – Members interse Shareholders can not enter into any agreement contrary to AoA – V B Rangarajan v. V B Gopalkrishnan (SC)

31. ARTICLES OF ASSOCIATION Naresh Chandra Sanyal v. CSE AoA Governs the ordinary rights and obligations incidental to membership of the Co. Articles going beyond MoA are ultra vires.

32. ARTICLES OF ASSOCIATION Table F – Co Ltd by Shares Table G – Co Ltd by Guarantee Table H – Co Ltd by Guarantee not having SC Table I – Unltd Co having SC Table J - Unltd Co not having SC CONTENTS

33. ARTICLES OF ASSOCIATION Se 5(3) AoA may have provisions which can be altered only through a more stringent conditions are met with. Entrenchment Provisions

34. ARTICLES OF ASSOCIATION Signing of aoA Subscriber as – Body Corporate – LLP – Illiterate CONTENTS

35. PROCESS OF INCORPORATION INTEGRATED / FASTER PROCESS Only 1 to have DSC and DIN Maximum 3 Directors Rs. 2000 in addition to normal filing fees Promoter can propose only 1 name M/AoA shall be in standard form Only 2 opportunities for resubmission to rectify defects Forms INC29 INC 30 – MoA Template Registered Office verification

36. PROCESS OF INCORPORATION CERTIFICATE OF INCORPORATION Form INC 11 Unique CIN Certificate shall be issued Electronically

37. PROCESS OF INCORPORATION EFFECT OF INCORPORATION Co becomes – Legal Entity – Distinct from its Members – Eligible to hold property – Can be Sue or be sued Company to maintain all Incorporation Documents at its RO till it is dissolved.

38. PROCESS OF INCORPORATION CONCLUSIVENESS OF COI COI is not conclusive proof of everything that is prior to incorporation in order COI obtained based on false or misleading information, promoters or cocerned involved may be imprisoned 6 m to 10 years Tribunal may pass an order – to make liability of members unlimited – Strike off name of the company from RoC

39. PROCESS OF INCORPORATION COMMENCEMENT OF BUSINESS CERTIFICATE OF COMMENCEMENT OF BUSINESS

40. ONE PERSON COMPANY A Company having only 1 Shareholder Resident Naturalized Indian Citizen on can be member Resident Naturalized Indian Citizen as Nominee 1 OPC/Nominee per person Minor can not be member/nominee Consent to act as Nominee can be withdrawn No Conversion to Section 8 Co. No NBFC/Investment activities

41. ONE PERSON COMPANY No voluntary conversion to Pvt/Pub Co Pd up Cap INR 50 Lac +/ RO INR 2 Cr+, Notify RoC in 60 days from Relevant Period Convert to Pvt/Pub Co in 6 months In case of death of a Member, nominee becomes the Member

42. IMMEDIATE STEPS AFTER INCORPORATION Convene Board meeting to – Take a note of CoI/MoA/AoA – Appointment of Directors – Appointment of Auditors – Take a note of Registered Office – Place of keeping Books of Accounts – Opening of a Bank Account – Application for PAN/TAN – Application to Operative Regulators, etc.

43. IMMEDIATE STEPS AFTER INCORPORATION Print Share Certificate Seal of the Company Publish name of the Company Receive money from subscribers within 60 days Issue share certificates, etc. SS1 SS2 ON SECRETARIAL STEPS

46. Contact Co-ordinates CS Rahul P. Sahasrabuddhe Founding Partner SPRS And Co Company Secretaries Mobile No. 98 196 500 45 Email: RAHUL@SPRSCS.COM THANK YOU