Register a new company

Company Formation & LifeCycle
author01 9 Apr 3 min read

Change company Information

Company Formation & LifeCycle
author02 7 Apr 5 min read

Compliances and Filings

Company Formation & LifeCycle
author03 6 Apr 2 min read

Close a Company

Company Formation & LifeCycle
author04 6 Apr 2 min read

Fast Track Exit Mode for a Company

Company Formation & LifeCycle
author05 6 Apr 2 min read

All About One Person Company

Company Formation & LifeCycle
author06 6 Apr 2 min read
Company Formation & LifeCycle

Register a new company

author01 9 Apr 3 min read

Steps to Register a new Company

  • Do you want to start an Indian Company?

  • Apply for the name of the company to be registered by filing Form INC-1 for the same. After that depending upon the proposed company type file required incorporation forms listed below.

    Form INC-7 or Form INC-2 : Form INC-7 for Application for incorporation of a company (Other than OPC) or Form INC-2 for Application for Incorporation of OPC.

    Form INC-22 : Notice of situation or change of situation of registered office based on the option chosen in Form INC-7.

    Form INC-22 is to be filed within 30 days from the date of Incorporation of OPC (If the registered address is different from the address given in Form INC-22) or other than OPC (if not filed earlier).

    Form DIR-12: Particulars of appointment of directors and the key managerial personnel and the changes among them. This form is to be filed by OPC in case promoter is not the sole director or there are more than one director in an OPC.

  • Do you want to register a Part I Company?

  • In order to register Part I Company, applicant is required to file Form INC-1 for name availability. After approval of the same, applicant is required to file Form No. URC-1 along with filing e forms INC-7, INC-22 and DIR-12 or e-forms INC-7 and DIR-12 as the case may be.

  • Do you want to register a Section 8 Company?

  • To register a section 8 company, applicant is required to file Form INC-1 for name availability. Once the name is approved/made available, there is a further requirement of obtaining a license for a Section 8 Company, for which Form RD-1 is to be filed in order to obtain a license for such company. After obtaining license number, applicant can proceed further to incorporate a company by filing e forms INC-7, INC-22 and DIR-12 or e-forms INC-7 and DIR-12 as the case may be.

  • Do you want to start a Foreign Company?

  • Any foreign company can establish its place of business in India by filling Form FC-1 (Documents delivered for registration by a foreign company). The eForm has to be digitally signed by authorized representative of the foreign company.

    There is no need to apply and obtain DIN for Directors of a foreign company but the DSC of the authorized representative is mandatory, which again is not required to be registered on MCA Application.

Company Formation & LifeCycle

Change company Information

author02 7 Apr 5 min read
  • Do you want to intimate changes among managing director, directors, manager, CEO, CFO and secretary of a company?

  • A company can intimate changes among managing director, directors, manager and secretary of a company by filing Form No. DIR-12 with ROC within 30 days from date of such change takes place.

  • Do you want to change Company Name?

    • In order to change company name, Form INC-1 is required to file for name approval.
    • After the name gets approved, applicant is required to file form MGT-14 (necessary resolution for alteration of MOA and AOA) and form INC-24 to give effect to change in name.
  • Do you want to change Object Clause of MOA?

  • In case company wants to change its object clause, it can do so by filling passing necessary resolution and the same needs to be filed in Form MGT-14.

  • Do you want to change registered office of the company?

  • In case company wants to change its registered office within local limits of the same city or place, intimation regarding the same has to be filed in Form INC-22.

    Similarly, if company wishes to shift or change its registered office outside local limits of city, town or village, Form MGT-14 and Form INC-22 are required to be filed to ROC to give effect to such change.

    In case, company wants to shift the registered office from one state to another state or from jurisdiction of one RoC to another, it needs to file following forms to give effect to such change. These forms are:

    • Form MGT-14
    • File application with Central Government in Form No. INC-23
    • Form INC-28
    • Form INC-22
  • Do you want to increase authorized capital of the company?

  • A company can increase its authorized capital by filing Form SH-7. Similarly, subscribed capital and paid up capital of the company gets increased on filing and approval of Form PAS-3 (Return of allotment of shares).

  • Do you want to convert a Public company into a Private company?

  • A public company can convert itself in to a private company by filing Form MGT-14 (Alteration of MOA and AOA) and approval of Form INC-27.

  • Do you want to convert a Private company into a Public company?

  • A Private company can convert itself in to a Public company by filing Form MGT-14 for registration of such resolution passed by the company (Alteration of MOA and AOA) and filing of Form INC-27.

  • Do you want to register a charge or make modification in registered charges (related to debentures)?

  • In case you want to register a charge or make modification in registered charges (related to debentures), you need to file Form CHG-9 for registration or modification of a registered charge.

  • Do you want to report repayment or satisfaction of registered charges?

  • In case you want to report repayment or satisfaction of registered charges, you need to file Form CHG-4 (satisfaction of charge). This form is applicable for both the type of charges.

  • Do you want to change information of a Foreign Company?

  • A foreign company can change its information by filing Form FC-2 and Form FC-3. Form FC-2 is required when there is -

    • Alteration in the charter, statute or memorandum and articles of association,
    • Alteration in Address of the registered or principal office.
    • Alteration in directors and secretary of a foreign company.
    • Similarly, Form FC-3 is required to give notice in case of -

      (A) Alteration in the address of principal place of business in India of a foreign company

      (B) Annual accounts and list of places of business established in India by a foreign company

      (C) Cessation to have a place of business in India.

Company Formation & LifeCycle

Compliances and Filings

author03 6 Apr 2 min read

Compliance Related Filing:-

  • Do you want to do compliance related filing?

    • Forms under compliances are as under:-

    • Form No INC-5 : One Person Company- Intimation of exceeding threshold.
    • Form No INC-21 : Declaration prior to the commencement of business or exercising borrowing powers.
    • Form No. PAS-3 : Return of allotment.
    • Form No. SH-8 : letter of offer.
    • Form No SH-11 : Return in respect of buy-back of securities.
    • Form No MGT-14 : Filing of Resolutions and agreements to the Registrar.
    • Form No DIR-11 : Notice of resignation of a director to the Registrar.
    • Form No. MR-1 : Return of appointment of managing director or whole time director or manager.
    • Form No FC-4 : Annual Return of a Foreign company.
    • Form No MSC-3 : Return of dormant companies.
    • Form 5INV : Statement of unclaimed and unpaid amounts.
    • Form 23D : Form for Information by Cost Auditor to Central Government.
    • Form I-XBRL : Form for filing XBRL document in respect of cost audit report and other documents with the Central Government.
    • Form A-XBRL : Form for filing XBRL document in respect of compliance report and other documents with the Central Government.

    Approval Related Filing:-

  • Do you want to do HQ approval related filing?

  • Form 23C : Form of application to the Central Government for appointment of cost auditor

  • Do you want to do RD approval related filing?

  • Form No INC-18 : Application to Regional director for conversion of section 8 company into company of any other kind.

    Form No INC-23 : /li>Application to Regional Director for approval to shift the Registered Office from one state to another state or from jurisdiction of one Registrar to another Registrat within the same State

    Form No ADJ : Memorandum of Appeal

  • Do you want to do ROC approval related filing?

    • Form No INC-6 : One Person Company- Application for Conversion.
    • Form No INC-24 : Application for approval of Central Government for change of name.
    • Form No MSC-1 : Application to Registrar for obtaining the status of dormant company.
    • Form No MSC-4 : Application for seeking status of active company.
    • Form FTE : Application for striking off the name of company under the Fast Track Exit(FTE) Mode.
Company Formation & LifeCycle

Close a Company

author04 6 Apr 2 min read

Do you want to close a Company?

A company can be closed by adopting the following ways:-

(A) Strike off a company under Section 560 : Section 560, of the Companies Act, 1956, deals with strike off provisions of a defunct company. Any defunct company desirous to strike off its name from the register of Registrar of company can apply in Form FTE for strike off its name from the register maintained by ROC as per Guidelines for ‘FAST TRACK EXIT MODE’ issued vide General Circular No. 36/2011 dated 7.6.2011. Similarly, ROC has also power to strike off any defunct company after satisfying himself of the need to strike off a defunct company and has reasonable cause. But before passing any order in this regard, an opportunity of being heard must be provided to the defunct company by following the due procedure u/s 560.

(B) WINDING UP

Section 425, of Companies Act, 1956, deals with modes of winding up.

The winding up of a company may be either -

a) By the Tribunal (also known as compulsory winding up).

b) Voluntary winding up.

c) subject to the supervision of the Court.

Overview of Winding up

You can get a general picture from the following steps of winding up which are summarized below (except Voluntary winding up)

  • Firstly, issuing a written demand for debt payments to the target company.
  • Secondly, present a winding up petition to the court and the company.
  • Thirdly, Court hearing for the petition.
  • Fourthly, granting of winding up order by the court.
  • Fifthly, meeting of creditors and other relevant parties.
  • Sixthly, appointment of liquidator.
  • Seventhly, realization and distribution of company’s assets to the creditors.
  • Eighthly, realize of duties for liquidator.
  • Lastly, dissolution of the company.
  • For more details please visit Company Liquidators website Click here

Voluntary Winding up

Voluntary winding up which may be:

i)Member’s Voluntary winding up.

ii)Creditor’s Voluntary winding up.

In case of voluntary winding up, the entire process is done without court supervision. When the winding up is complete, relevant documents are filed before the court for obtaining the order of dissolution. A Voluntary winding up can be done by members or creditors. The circumstances in which company may be wound up voluntarily are:

a) When the period fixed for the duration of the company in its articles has expired

b) When an event on the happening of which the company is to be dissolved as per its articles happen.

c) The company resolves by special resolution at any general meeting to be voluntary winding up.

Do you want to convert the existing Company to LLP?

In case company wants to convert the existing company to LLP, it has to comply with the requirements of LLP Act, 2008 (File Form 18 under LLP Act, 2008). For details, please visit the link http://www.llp.gov.in/ available on MCA portal. After it gets approved, intimation regarding this can be given in Form 14 - LLP {Form for intimating to Registrar of Companies of conversion of the company into limited liability partnership (LLP)} with ROC.

Company Formation & LifeCycle

Fast Track Exit Mode for a Company

author05 6 Apr 2 min read

  • What is Fast Track Exit (FTE) Mode?

  • Ministry has issued Guidelines for "Fast Track Exit (FTE) Mode" to give opportunity to the defunct companies to get their names struck off from the register under Section 560 of the Companies Act, 1956 in time bound manner.

  • What is the date of implementation of these Guidelines?

  • The Guidelines will be implemented with effect from 3rd July, 2011

  • What are the main criteria for making an application under FTE?

  • There are two main criteria:-

    a)The company applying under FTE should not have any asset and liability.

    b)The company should not have commenced any business activity or operation since incorporation or at least one year must has been passed since last business activity or operation.

  • Can a dormant company apply under FTE?

  • Yes, any company, which has been identified as dormant by the Ministry of Corporate Affairs, can apply under FTE. Such companies need not to file Form No. GNL-1 for normalizing.

  • Can a company identified as defaulting company apply under FTE?

  • Any company, which has not filed its statutory documents i.e. Balance Sheet and Annual Return for any of the financial year 2006-07, 2007-08, 2008-09 and 2009-10, has been identified as defaulting company. Directors of such companies are debarred from filing any document till they make the default good. Such defaulting companies can apply under FTE.

  • Which are the companies to whom FTE is not applicable?

  • The guidelines does not inter-alia cover the listed companies, companies that have been de-listed due to non-compliance of listing agreement or any other statutory Laws, section 8 companies, vanishing companies, companies under inspection/investigation, companies against which prosecution for a non-compoundable offence is pending in court, companies having outstanding public deposits or secured loan or dues towards banks and financial institutions or any other Government Departments etc. or having management dispute or company in respect of which filing of documents have been stayed by court or CLB or Central Government or any other competent authority.

    For details, kindly refer general circular number 36/2011 dated 7.6.2011 available on MCA portal www.mca.gov.in

  • What is the procedure for making application for striking off the name under FTE?

  • The Company desirous to get its name struck off from the Register shall file an application in the prescribed Form FTE online with the Registrar. The form shall be accompanied with an affidavit, an indemnity bond, statement of account duly certified by a Chartered Accountant in practice or auditor of the company and copy of board resolution showing authorization for filing the form.

  • Is there any fee for filing Form FTE?

  • Yes, applicant is required to file an application in the prescribed Form FTE along with prescribed fee of Rs. 5,000/-

  • Who can sign Form FTE? Whether digital signature of authorised signatory of the company is a mandatory requirement for filing the Form FTE?

  • a) In case there are active signatories of the company existing in the MCA21 system, then the Form shall have to be mandatorily digitally signed by the authorised signatory of the company.

    In case no active signatories are existing in the MCA 21 system, then a physical copy of the Form duly filled in, shall have to be signed manually by a director authorised by the Board of Directors of the company and shall be attached with the Form. Such form will be uploaded by the practicing professional (i.e. CA/CS/CWA), who has certified the form.

    In such case, the application shall be accompanied by certificate from a CA/CS/CWA in whole time practice along with their membership number, certifying that the applicants are present directors of the company. In such cases, the applicants shall not be asked to file Form DIR-12 and DIN Form.

    In all cases, certification by a practicing professional (i.e. CA/CS/CWA) is mandatory

  • What will happen, if there is pending prosecution against the company and its directors?

  • If the pending prosecutions are only for non-filing of Annual Returns under section 159 and Balance Sheet under section 220 of the Act, such application may be accepted provided the applicants have already filed the compounding application. However, steps for final strike of the name of the company will be taken only after disposal of compounding application by the competent authority.

  • . How the foreign nationals will get their Indemnity Bond and Affidavit notarized?

  • Foreign nationals and NRIs may get their Indemnity Bond and Affidavit notarized as per their respective country’s law.

  • In case any stakeholder has any objections to the Striking off the name of any company from the Register, what shall be done in such case?

  • List of applications filed under FTE will be available on the portal. In case any stakeholder has any objections to the Striking off the name of any company, he/she may raise such objection by email/letter with the concerned ROC Office within 30 days from the date of filing Form FTE by the company.

Company Formation & LifeCycle

All About One Person Company

author06 6 Apr 2 min read

  • How to incorporate an OPC?

  • Name reservation: Form INC-1 shall be filed for name availability.

    Incorporate OPC:After name approval, form INC-2 shall be filed for incorporation of the OPC within 60 days of filing form INC-1.

    Form DIR-12 shall be filed along with (linked) form INC-2 except when promoter is the sole director of the OPC.

    The company shall file form INC-22 within 30 days once form INC-2 is registered in case the address of correspondence and registered office address are not same.

  • How to inform RoC about change in membership of OPC?

  • The company shall file form INC-4 in case of cessation of member of OPC on account of death, incapacity to contract or change in ownership. In the same form, user needs to provide details of the new member of the OPC.

  • Is there any threshold limits for an OPC to mandatorily get converted into either private or public company?

  • In case the paid up share capital of an OPC exceeds fifty lakh rupees or its average annual turnover exceeds during the relevant period exceeds two crore rupees, then the OPC has to mandatorily convert into private or public company.

  • How to intimate RoC that the OPC has exceeded the threshold limits and require conversion into private or public company?

  • The OPC shall inform RoC in form INC-5, if the threshold limits is exceeded and is required to be converted into private or public company.

  • What is the time limit for filing form INC-5?

  • Form INC-5 shall be filed within sixty days of exceeding threshold limits.

  • Is there any form that is to be filed for conversion of an OPC into private or public company? Is there any other purpose for filing this form?

  • Form INC-6 shall be filed by an OPC for conversion of an OPC into private or public company.

    Yes, the private company will also file form INC-6 for converting itself into an OPC. The paid up share capital of private company should not be exceeding fifty lakh rupees and should not have average annual turnover more than two crore rupees at the time of such conversion into OPC. The company shall be having one member and shall appoint one nominee to act as member in case of death or incapacity of the member at the time of conversion into OPC.

  • What is the time limit for filing form INC-6?

  • Form INC-6 shall be filed within 30 days in case of voluntary conversion and within six months of mandatory conversion.

  • Who is eligible to act as a member of an OPC?

  • Only a natural person who is an Indian citizen and resident in India shall be eligible to act as a member and nominee of an OPC.

    For the above purpose, the term "resident in India" means a person who has stayed in India for a period of not less than one hundred and eighty two days during the immediately preceding one financial year.

  • A person can be a member in how many OPCs?

  • A person can be member in only one OPC.

  • What if a member of an OPC becomes a member in another OPC by virtue of being a nominee in that other OPC?

  • Where a natural person, being member in One Person Company becomes a member in another OPC by virtue of his being a nominee in that OPC, then such person shall meet the eligibility criteria of being a member in only one OPC within a period of one hundred and eighty days, i.e., he/she shall withdraw his membership from either of the OPCs within one hundred and eighty days.

  • Which form is to be filed in case of withdrawal of consent by the nominee of an OPC or in case of intimation of change in nominee by the member?

  • Form INC-4 shall be filed in case of withdrawal of consent by the nominee or in case of intimation of change in nominee by the member.