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Stages in The Formation of A Company: Promotion Incorporation Capital Subscription Commencement of Business

The document outlines the key stages in forming a company: 1. Promotion which involves generating business ideas, assessing strengths/weaknesses, and preparing financial plans and legal documents. 2. Incorporation which requires filing documents like Memorandum of Association and Articles of Association with the Registrar. 3. Capital subscription which involves appointing advisors, underwriters, and raising capital. 4. Commencement of business which requires filing documents with the Registrar to obtain a Certificate of Commencement.

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Vikram Thakur
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567 views13 pages

Stages in The Formation of A Company: Promotion Incorporation Capital Subscription Commencement of Business

The document outlines the key stages in forming a company: 1. Promotion which involves generating business ideas, assessing strengths/weaknesses, and preparing financial plans and legal documents. 2. Incorporation which requires filing documents like Memorandum of Association and Articles of Association with the Registrar. 3. Capital subscription which involves appointing advisors, underwriters, and raising capital. 4. Commencement of business which requires filing documents with the Registrar to obtain a Certificate of Commencement.

Uploaded by

Vikram Thakur
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as PPT, PDF, TXT or read online on Scribd
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STAGES IN THE FORMATION OF A

COMPANY

I. PROMOTION

II. INCORPORATION

III. CAPITAL SUBSCRIPTION

I. COMMENCEMENT OF BUSINESS.
PROMOTION STAGE

 Generation of ideas-flash, jealousy, deliberate


 Strengths & weaknesses of idea

 Raw material, finance, labour.

 Site for factory, plant & machinery.

 Preparation of financial plan.

 MOA, AOA, Prospectus.

 Underwriters

 Solicitors, CA etc.

 First directors of the company


PROMOTERS
 Individual, company or a firm
 conceive and work towards co’s set up
 Fiduciary relationship-liabiilty for non-disclosure
 People assisting in professional capacity are not
promoters.

 PRELIMINARY CONTRACTS
 B/w promotion & incorporation
 Not legally binding on the company
 Cannot be ratified after incorporation
 Promoters personally liable
 Re-enter into contracts after incorporation.
INCORPORATION STAGE

I. PREPARATORY STEPS
 Obtain Digital Signature Certificate (DSC)
 Obtain DIN for every director
 Availability of the name of the company along
with fee of Rs 1000/- at least 6 names.
 ROC to issue name availability letter- validity 60
days.
 Drafting of MOA & AOA
 Registered office of the company.
FILING OF DOCUMENTS WITH THE REGISTRAR
 MOA: printed, divided into paragraphs, signed by
each subscriber who shall add his name, designation
address & occupation. Attested by at least one
witness.

 AOA:

 Agreement with directors, M.D etc


 Registered office within 30 days if not given at the
time of registration.
 Statutory declaration that all legal requirements
have been complied with.
 Affidavit from all directors/ subscribers to MOA that:

a. Not convicted of any offence wrt formation of a


company.
b. Not found guilty of fraud or breach of duty to any
company in preceding 5 years.
 Details of directors.

 REGISTRATION.

 Registrar check documents.

 Issues CIN/ Certificate of Incorporation


CIN

DIGIT NO WHAT IT SHOWS REMARKS


1st digit Listing status U or L
Next 5 digits Industry code
Next 2 digits State code UP for Uttar Pradesh
Next 4 digits Year of incorporation 2016
Next 3 Ownership PLC or PTC
Last 6 Registrar 090633- for ROC
kolkata.

RIL- L17110MH1973PLC019786
CERTIFICATE OF INCORPORATION
 CONCLUSIVE EVIDENCE
1. All requirements of the act complied with.
2. Body corporate, common seal date of certificate.
3. VALIDITY CANNOT BE DISPUTED
4. Signatories infants
5. Altered after signatures
6. Less than 7 persons
7. ILLEGAL OBJECTS DO NOT BECOME LEGAL BY
CERTIFICATE- CLOSE THE COMPANY.
8. Case- Jubilee Cotton Mills vs. Lewis (6th Jan 1920)
CAPITAL SUBSCRIPTION STAGE

 Controller of Capital Issues


 SEBI.
 Meeting of BOD.
1. Appointment of secretary.
2. Appointment of brokers, bankers, auditors
3. Appointment of underwriters & underwriting
contracts.
4. Adoption of preliminary contracts.
COMMENCEMENT OF BUSINESS

 DOCUMENTS TO BE FILED

2. Every Dr. has subscribed to the shares and paid the


Amount on the shares subscribed.
3. Statutory declaration that all requirements have
been met with- verified by an attorney,co secretary,
Dr. etc.
COMMENCEMENT
 Registrar will scan the documents & if satisfied issue
a Certificate Of Commencement Of Business.
 Company should commence business within 12
months of its incorporation.

 PROVISIONAL CONTRACTS
1. Contracts b/w incorporation & commencement.
2. Not binding on the company until COCB is obtained.
vyaapar p`arMBa krnao ka p`maaNa-p~
kmpnaI AiQainayama 1956 kI Qaara 149³3´ ko AnausarNa maoM

ka^pao-roT phcaana saM#yaa : U01400TN2010PLC076502

maOM etdWara sa%yaaipt krta hU^M ik maOsasa-


Arokya Agrotech Limited

ijasaka inagamana‚ kmpnaI AiQainayama‚ 1956³1956 ka 1´ ko AMtga-t idnaaMk saat jaulaa[- dao hjaar dsa
kao ikyaa gayaa qaa AaOr ijasanao inaQaa-irt p`p~ maoM GaaoYaNaa p`stut kI hO yaa ivaiQavat sa%yaaipt
ikyaa hO ik ]@t kmpnaI nao‚ AiQainayama kI Qaara 149³2´ ³k´ sao ³ga´ tk kI Satao- ka Anaupalana kr
ilayaa hO AaOr vyaapar krnao ko ilae hkdar hO.

yah p`maaNa-p~ Aaja idnaaMk baa[-sa jaulaa[- dao hjaar dsa kao maoro hstaxar sao caOnna[- maoM jaarI
ikyaa
jaata hO.

Certificate for Commencement of Business


Pursuant of Section 149(3) of the Companies Act, 1956

Corporate Identity Number : U01400TN2010PLC076502


I hereby certify that the Arokya Agrotech Limited which was incorporated
under the Companies Act, 1956(No. 1 of 1956) on the Seventh day of July
Two Thousand Ten , and which has this day filed or duly verified declaration
in the prescribed form that the conditions of the Section 149(2)(a) to (c) of the
said act, have been complied with and is entitled to commence business.

Given under my hand at Chennai this Twenty Sec ond day of July Two
Thousand Ten .

(V C DAVEY)
kmpnaI rijasT/ar / Registrar of Companies
timalanaaDu‚ caOnna[-‚ AMdmaana AaOr inakaobaar WIp
Tamil Nadu, Chennai, Andaman and Nicobar Islands
kmpnaI rijasT/ar ko kayaa-laya AiBalaoK maoM ]plabQa p~acaar ka pta :
Mailing Address as per record available in Registrar of Companies office:
Arokya Agrotech Limited
6/99, MOSQUE STREET, ARAKKONAM,
VELLORE - 631001,
Tamil Nadu, INDIA

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