February 11

ACKNOWLEDGEMENT OF LIABILITY

Date:__________
I (Name)________, S/o. Sh.________ acknowledges that a sum of Rs.________ (In words) are due from me on the basis of account settled between me and (Name)______ . I, bind myself to pay of this sum by (Date)_______.
____________
(Signature)

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January 31

REGISTRATION OF A COMPANY IN INDIA

In India the process of registration of a company is governed by Companies Act, 1956. The document below covers the entire procedure of registration of a new company, the legal requirements, the documents required and the amount stamp duty for memorandum of association and articles of association. For the sake of brevity the write up has been categorized into four parts.

I. Basic Legal requirements for registration of a company

1. Names of minimum two persons as Directors.

2. Names of two persons as shareholders.

3. A capital of minimum Rs 1,00,000 to be deposited in the account of company after its incorporation within 30 days which can later be used for the affairs of the company.

4. Memorandum of Association and Articles of Association.

5. Six proposed name of the new company to be formed.

6. Affidavit notarized and signed by Director for DIN1 form.

7. Declaration/Affidavit from Subscribers/first directors at the time of Incorporation.

8. Signatures of Chartered Accountant (in whole time practice) or Company Secretary ( in whole time practice ) on the various forms

II. Documents required for registering a company:

1. Photographs of Directors in JPEG format

2. Self attested copy of Pan Card of the Directors

3. Self attested copy of address proof of the Directors

4. Address proof of place of registration of Company

5. The last pages of MOA and AOA signed by promoters

III. Procedure for Registration of a Company:

Obtaining DIN and DSC: The first step in this regard is to obtain a DIN for all the directors and DSC for one of the Directors. The DIN can be obtained for filing a form DIN1 with the ministry of corporate affairs. A DSC is also required for one of the Directors of a company as the Director is the person who is legally authorized to present the company and sign on its behalf in the various forms that are required for registration of a company in India.

Preparing list of proposed names for new company: After obtaining the DIN (Director’s Identification Number) and DSC the next step is prepare a list of six proposed names of the company and prepare main objects of the company. The six names proposed should have some relevance with the affairs of the company. Along with this two proposed names for Director is also required to fill up the relevant form with the Roc for Name Approval. A Form 1A is e-filed with the registrar of companies for name approval.

Preparing MOA and AOA: After the name has been approved now comes the step of company registration. For this two important documents such as MOA and AOA should be drafted. The MOA and AOA are the essential documents for functioning and rights of shareholders therefore it is always advisable to get these documents properly drafted from a professional rather than approaching touts who would charge very less but would not concentrate on proper drafting. The incorporation application would also include has be filed in form of three forms, Form 1, Form 18 and Form 32. After the forms have been e-filled and approved a Certificate of Incorporation is issued.

IV. Stamp Duty:

The Stamp duty on the Memorandum of Association and Articles of Association varies from state to state. Therefore it is advisable to go to http://www.mca.gov.in/DCAPortalWeb/dca/enquireFeeActionWithoutLogin.do to check the applicable stamp duty. The consolidated list of stamp duty available to different states is available at http://www.mca.gov.in/MCA21/dca/efiling/eStamp_rate.pdf/ . Besides the stamp duty there is government fees on name approval and other associated forms.

For more information contact at Sonia@ssglawfirm.inor 9873658554

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January 31

Registration of a LLP in India

In India the process of registration of a LLP is governed by Limited Liability Partnership Act, 2008[1]. The concept of Limited Liability Partnership was introduced by the act of 2008 and a LLP combines both the concept of a company and a partnership in one legal entity. The document below covers the entire procedure of formation of a LLP, the legal requirements and the documents required for registration of an LLP in India. For the sake of brevity the write up has been categorized into three parts.

I. Basic Legal requirements for registration of a LLP

Names of minimum two persons as Partners.

A capital of minimum Rs 10,000 to be deposited in the account of LLP after its incorporation within 30 days which can later be used for the affairs of the LLP

LLP Drafting Agreement.

Six proposed name of the new LLP to be formed.

Affidavit notarized and signed by Director for DIN1 form.

Consent from Designated Partners

Signatures of Chartered Accountant (in whole time practice) or Company Secretary ( in whole time practice ) on the various forms

II. Documents required for registering a company:

Photographs of Partners s in JPEG format

Self attested copy of Pan Card of the Partners

Self attested copy of address proof of the Partners

Address proof of place of registration of the LLP

The signature of partners on the LLP Agreement

III. Procedure for Registration of a LLP:

Obtaining DIN and DSC: The first step in this regard is to obtain a DIN for all the directors and DSC for one of the Directors. The DIN can be obtained for filing a form DIN1 with the ministry of corporate affairs. A DSC is also required for one of the Directors of a company as the Director is the person who is legally authorized to represent the LLP and sign on its behalf in the various forms that are required for registration of a LLP in India.

Preparing list of proposed and filing of the form for name approval: After obtaining the DIN (Director’s Identification Number) and DSC the next step is prepare a list of six proposed names of the LLP. The six names proposed should have some relevance with the affairs of the LLP. Along with this two proposed names for Director is also required to fill up the relevant form with the Roc for Name Approval. A Form 1 is e-filed with the registrar of companies for name approval. The name availability rules should also be considered while deciding the name of the LLP.

Filing the Incorporation document and Preparing the LLP Agreement: After the name has been approved now comes the step of filing the incorporation document which is in form of Form 2. After this the LLP agreement should be drafted. The LLP document should be printed on a stamp paper and signed by both the partners. The stamp duty on the agreement would vary from state to state. After the certificate of incorporation is received after e-fling form 2 the LLP Agreement should be filed by filing Form 3.

For more information please contact at sonia@ssglawfirm.in or 9873658554

[1]Copy of the act available at http://www.mca.gov.in/Ministry/LLP_act.html

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October 24

Directors Declaration under the old companies act and the Companies Act, 2013

The changes with respect to directors declaration under the new Companies Act are as follows :

Section 274 (1) (g): declaration of director now not restricted to a public company:

Under the previous act the director had to give a declaration that he is he is not the director of a public company which has not filed annual return for 3 continuous financial years and has not failed to repay the deposits but under the new companies act, 2013 the director has to give the same declaration with respect to any company. The words public company has been replaced by company

Status: New section 164(2), not notified

Section 299: The following are the changes :

1) Time for making disclosure: Under the new companies act the disclosure regarding interest in contracts and arrangement has to be made by any director at first meeting of board when he becomes director and 1st meeting of the board in every financial year or where there is a change in disclosure. Earlier the disclosure was made at the board meeting when the contract or arrangement was considered or in other cases at first meeting of the board after the directors becomes interested in any contract or arrangement

2) Penalty: The penalty earlier for not complying with the provision earlier fine upto 50 thousand now the penalty is imprisonment for 1 years or fine which may extend from 50 thousand to one year.

3) Format of Form 24AA has changes. Now the form is Form 12.1

4) The notices given by directors have to be preserved for a period of 8 years from the financial year in which they are given at the registered office address of the company in the safe custody of the secretary of the company or any person so appointed by the board (New Requirement Chapter XII, Rule 12.7)

Status : New Section 184, not notified

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