Post Incorporation Work- Series 417

Post Incorporation Work
Companies Act, 2013

Article updated as on 26th January, 2019

SHORT SUMMARY:

Process of Incorporation has been amended more than 10 times since Effectiveness of Companies Act, 2013. Similarly much compliance has been decreased and increased by amendments in Companies Act by Circulars, Notifications and amendment in Rules in respect of Post Incorporation of Compliance.

     ·        After Incorporation many works are required to be done by companies on time to time. After incorporation, it becomes a juristic person. It has its own name and property. It is a separate legal entity distinct from its Members / Directors who incorporate it.

     ·        A company does its business through its Directors. The directors are also called the ears, eyes and hands of the company. The directors of a company are in fiduciary position. On the one hand they run the company as its owner (Policy maker) and on the other hand they are merely a servant of the company and take remuneration.

·         Post Incorporation compliances are divided as per Time Line:-

I.            Works require to be done Immediately after incorporation
II.            Works require to be done within 30 days of Incorporation.
III.            Works required to be within 30 to 180 days of Incorporation

Works required to be done immediately after Incorporation:

QUICK BITES:

     1.    Whether Companies required applying for PAN after incorporation.

First practical requirement for a Company is Permanent Account Number. These days through SPICE form Companies get PAN along with Incorporation Certificate.

Therefore, No need to apply PAN after Incorporation of Company.
   
     2.    Maintenance of Documents of Incorporation of Company.

As per Section 7(4) The Company shall maintain and preserve at its registered office copies of all documents and information as originally filed at the time of incorporation till its dissolution under this Act

Works required to be done within 30 days of Incorporation:

      3.    Maintenance of register office of Company.

As per Section 12(1) “A company shall, within 30 days of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it.”

As per Section 10A (1) (b), Company have to file declaration of ‘verification of registered office in form 20A’.

Company has to mention following details on Board of Registered Office of Company: Section 12(3) (a):

·        Paint or Affix its NAME, and
·        the ADDRESS of its Registered Office


     4.    Maintenance of Letter Heads of Company.

As per Section 12(3) (c), every company shall get printed in all its business letters, billheads, and letter papers and in all its notices and other official publications:


·         Paint or Affix its NAME;
·         the ADDRESS of its Registered Office;  Corporate Identification Number (CIN);
·         Telephone No;                                                            Fax No., if any
·         E-mail ID and                                                 Website address, if any

      5.    Appointment of First Auditor of Company u/s 139.

As per Section- 139(6) - The First auditor of company shall be appointed by the Board of Directors within 30 (thirty) days from the date of registration of the company. For Appointment of first auditor it is required to hold Meeting of Board of Directors of Company.

Note:  Complete editorial on Process of appointment has been published on following link:


     6.    Holding of First Board Meeting of Company.

As per Section- 173(1) - Every company shall hold the first meeting of the Board of Directors within 30 (thirty) days of the date of its incorporation.

Note:  Complete editorial on holding of First Board Meeting along with drafts shall be published in upcoming editorials.

Works required to be done within 30 days to 180 days of Incorporation:

      7.    Issue of Share Certificates.

As per Section- 56(4)(a) - As per Section- 173(1) - Every company shall With in a period of 2 (Two) Months from the date of Incorporation issue share certificates to the subscriber of Memorandum.

Note:  Complete editorial on Share Certificates has been published on following link:


     8.    Open Bank Account of Company.

As per Point No. 7 Company has to issue share certificate within 2 months of incorporation of Company. In general Company will issue share certificate after receipt of subscription money and money shall be receive in Bank Account of Company.

Therefore, Company has to Open Bank Account of Company after incorporation for receipt of subscription money and to bear the day to day expenses of Company.

  
      9.    Payment of Stamp Duty on Share certificates to State Government.

According to Indian Stamp Act, 1899, the Company shall pay the stamp duty within 30 (thirty) days after the Issue of Share Certificate.

Note:  Complete editorial on Process of Payment of Stamp Duty has been published on following link:

       10.  Declaration of Commencement of Business.

Every Company incorporated after 02.11.2018 required:

     ·        A declaration is to be filed by the directors within 180 days from date of incorporation of company with Roc that ‘every subscriber to the MOA has paid the value of the shares agreed to be taken by him”.
     ·         A verification of registered office as required filing u/s 12(2) within 30 days of incorporation.
·        Note:  Complete detailed editorial on same has been published on below link:

OTHERS:
      
     11.                       Regularization of First Director.

As per Section 152(1), First Director shall be appointed by Article of Association of Company and as per Section 152(2) every Director shall be appoint by shareholders in General Meeting.

Therefore, First Director of Company is required to regularize in the General Meeting of Company.
Note:  Complete editorial on this topic has been published on following link:



(Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com)
Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information. IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE INFORMATION.

IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE INFORMATION

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