Step: 1
1) Application for Name Availability:
- Private limited
- Company cannot be registered with the name which is undesirable or identical with or too nearly resembles the name of the existing company.
- Prohibited names, infringing registered trademark, offensive to any section of society.
Step: 2
- Promoters should apply for the name under form 14, to ROC at the registered office of the company.
- Name undesirable ROC may reject and ask for resubmission
Only 2 options for resubmission. - Name allowed for 60 days for adoption.
2) Preparation Of MOA & AOA:
- MOA is a charter of the company.
- Contains the object of the Company.
- Rules and regulations relating to the internal management of the company.
- Vetting of Memorandum & AOA, Printing, Stamping & Signing
- MOA & AOA should be prepared & typed.
- Produces before ROC for making changes.
- Promoters is new person can apply to ROC to vet the same
- MOA to be subscribers with one witness.
- Subscribers should take at least one shares & state.
- Power of attorney.
- Promoters can appoint power of attorney to carry on the requirements of ROC.
Misrepresentation of Facts:
Responsible for mis-Statement of present fact.
Mis – Statements of Names of Directors:
Liable for mis statement of the director’s name in the prospectus
REPRESENTATION TRUE ONLY AT THE TIME OF ISSUE
- True on prospectus and false on allotment, facts to be communicated, otherwise amounts to fraud
- RIGHTS OF PROMOTORS
- RIGHT TO RECEIVE PRELIMINARY EXPENSE
- RIGHT TO RECOVER FROM THE CO-PROMOTERS
- Promoters had jointly and severally liable for the secret profits made
- by the company formation.
- Entire profit paid to the company from single promoter can recover from co-promoters.
- Same in mis-prospectus.
- Entitled to all expenses incurred in setting up and registering the company from BOD
- Payment should not be ultra virus
PROMOTERS REMUNERATION AND ITS DISCLOSURE
Reward when proper disclosure made
1. Can sell his property over valuation after making proper disclosure for fully paid shares.
2. Grant of shares in the company
3. Option to buy shares at par
4. Fixed sum to be stated in the articles
5.Paid in lump-sum
Nature of remuneration to be disclosed in prospectus if paid within 2 yr preceding the data.
Additional documents
1. FORM 18
Company on the day on which it begins to carry on its business or as from the30th day after the day of its incorporation, whichever is earlier should have a register office.
2. Situation-form 18
Form 18 has to be filed within 30 days from the company incorporation.
