Company is as an artificial body which comprise of two or more person with some objective. Company has its own separate legal entity and perpetual existence. In this particular article method of incorporation of company and post incorporation compliances are covered.
To incorporate a company there are certain procedure under The Company Act 2013, which need to be followed, starting from registration of name under section 14 of the Company Act 2013, states that no company shall register by name which is identical or resemble to name of any existing company already registered under this act or any other act which would be followed by preparation of Memorandum of Association and Article of Association in presence of minimum one witness and preparation of documents by promoters like power of attorney, consent of directors, particulars and all other relevant documents and final step would be filling of document for registration of company. As soon as the entire incorporation procedure is finished till the filling of documents, the company would get the certificate of incorporation and would be allotted by a corporate identity number which would give the company a unique identity and company would be incorporated.
As company is an artificial person and as separate legal identity, so once a company is incorporated under The Company Act 2013, it needs to fulfil certain provisions after incorporation:-
- FIRST BOARD MEETING WITHIN 30 DAYS FROM THE DATE OF INCORPORATION
As per the provision of companies act 2013 along with the secretarial standard as issued by ICSI the Company has to conduct its first Board Meeting within 30 days of incorporation of company for discussing the relevant factors, like- to discuss about certificate of incorporation of company as issued by ROC, prospective working of the company and other factors which are relevant for the company.
- APPOINTMENTS OF COMPANY AUDITOR:-
1st provision which need to be complied under section 139(6) of The Company Act 2013 after incorporation of aprivate companyis appointment of an auditor in the board of meeting within 30 days and if failed the company then inform the same to the shareholders and then they would appoint an auditor within 90 days in an extra ordinary meeting and he would hold office from incorporation till the 1st annual general meeting.
- DISCLOSURE OF DIRECTOT’S INTEREST: –
Another provision which needs to be fulfilled after incorporation of a company that is every director of company needs to disclose their interest under section 184(1) of The Company Act 2013 and thereafter the company has to file a form MGT14 with the registrar of companies.
- SET UP A RESGISTERED OFFCIE: –
After the incorporation of a company it needs to set up its registered office within 15 days from the day of incorporation under section 12 of The Company Act 2013.
Non compliance to this provision will attract additional fees in addition to the normal fee based on the nominal share capital of company.
- DISPLAY REGISTRED ADDRESS: –
According to section 12(3) of The Company Act the,2013 company should:-
- Paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on. Further, if the characters employed therefore are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages;
- In every business letters, letter papers and in all its notices and other official’s publications the following should be mentioned: Name, Address of its Registered Office, Corporate Identification Number (CIN), Telephone number, Fax number (if any), E-mail, and Website address
- Further in case of change of name, the company needs to mention its old name up to 2 years from change of name.
- Companies name is to be printed on hundi, promissory notes, bills of exchange and such other document as may be prescribed.
- Company should possess a Company Seal.
- In case of “One Person Company”, the words “One Person Company” shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.
On default to comply with the provision there shall be penalty of Rs. 1000 per day imposed.
- ALLOTMENT OF SHARE CAPITAL AND ISSUE OF SHARE CERTIFICATE TO SUBSCRIBERS OF MEMORANDUM OF ASSOCIATION: –
All the incorporated companywithin 2 months from incorporation requires delivering share certificate to all the subscribers to the MOA under section 56(4) of The Company Act 2013.
Failure to do so company shall be punishable with fine to the extent of Rs. 5,000 or maximum amount Rs. 25,000
- DECLARATION BY DIRECTOR: –
After incorporation of a company as per section 11 of The Company Act 2013, all the directors need to file declaration in private and public limited company having share capital.
(8) PAYMENT OF STAMP DUTY ON ISSUANCE OF SHARE CERTIFICATE
As per the requirement of the provision of the Indian Stamp Act 1899 every instrument must bear a stamp duty with proper amount and it must be paid to the concerned department within 30 days from the date of issue of share certificates (Revenue Department). It can be paid via portal SHCIL online with necessary attachment
(9) GST/ IEC REGISTRATIONS
As per the GST council, entities in special category states with an annual turnover of Rs.10 lakhs and above would be required to register under GST. All other entities in rest of India would be required to register for GST if annual turnover exceeds Rs.20 lakhs. There are also various other criteria’s, that could make an entity liable for obtaining GST registration – irrespective of annual sales turnover. Entities required to register for GST as per regulations must file for GST application within 30 days from the date on which the entity became liable for registration under GST. Many types of registration like VAT, Excise Duty, Service tax, CST, Import-Export, Luxury Tax are not required it will help in less compliances and apart from this it will help to focus more on business
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