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BEFORE REGISTRAR OF COMPANIES

PROCEEDINGS BEFORE REGISTRAR OF COMPANIES

A Company in common parlance, means a group of persons associated together for the purpose of common end, social and economic. It has a perpetual succession and a common seal. It is a separate legal entity. It is an artificial person and it can sue and can be sued.

A company can be registered only by giving an application to the Registrar of Companies by the promoter who shall after scrutinizing the documents filed , and on being satisfied that they are in order and that the requisite fees has been paid and all other legal requirements have been duly complied

with, shall issue a certificate under his hand.

PROCEDURE OF REGISTRATION

An application has to be filed for availability of name at the respective office of the Registrar of Companies. Under Section 20 of the Companies Act a company cannot be registered by a name, which in the opinion of the Central Government is undesirable.

The following documents, duly stamped together, shall be produced before the Registrar with the necessary fees :

The Memorandum of Association signed by the applicant.
The Articles of Association, if any, signed by the applicant to the name of association (A Public company limited by share need not have its own Articles of Association.
The Agreement, if any, which company proposed to any individual entering as a managing or whole time director or manager.
A list of the director who have agreed to become the first director of company.
A declaration stated that all the requirements of the company and other formalities of registration have been complied with.

Such declaration shall be signed by any of the following persons :

An Advocate of the Supreme Court or High Court, or
An Attorney or Pleader entitled to appear before the High Court.
A Secretary or Chartered Accountant in whole time practice in India, who is engaged in the formation of the Company, or
A person named in the articles as a Director, Manager or Secretary of the company.

After that within 30 days of the date of Incorporation of the Company a notice of the situation of the registered office of the Company shall be given to the Registrar who shall record the same (Section 146).

INCORPORATION OF THE COMPANY

If the Registrar of the Company is satisfied with the completion of statutory requirements , he retains and registers the Memorandum, Articles and other documents filed with him and issues a Certificate of Incorporation, i.e. of the formation of the Company.

If there is a minor defect in the document the Registrar may ask for its ratification, and in case of major defect it may reject the document altogether.

CONCLUSIVENESS OF CERTIFICATE OF INCORPORATION

According to Section 35 of the Act , the Certificate of Incorporation given by the Registrar in respect of any association shall be conclusive evidence that all the requirements of the Act have been complied with in respect of registration and matters precedent and incidental thereto, and that the association is a Company authorized to be registered and duly registered under this Act.

FILING OF THE ANNUAL RETURN

Under Section 159, an Annual Return containing particulars specified in Schedule V has to be filed with the Registrar of Companies and this provision applies to all companies having share capital whether public or private. Even a defunct company must file this return till it is struck off.