SECTION 25 COMPANY REGISTRATION
1. PRIVATE LIMITED AND LIMITED COMPANY
a. Provide six names in priority, for the company to be incorporated. one name out of six names would be approved by the registrar. six names are though not required and form 1A can be filled only one name.
b. Provide reasons in brief for suggesting these six names.
c. Director and subscriber details required are name ,address, date of birth, nationality, occupation &fathers name (minimum two directors and two subscriber are required to form the company. there may be more than two directors and subscriber.
d. Self attested identity proof directors. Identity Proof any one of the: Driving License, PAN, & Passport. In case of non-Indian, passport is mandatory.
e. Self attested address proof of directors. Address proof any one of the: Driving License, Voter Card, Ration Card, Latest Telephone Bill, Latest Electric Bill, Latest Bank Statement
f. Two photographs of each directors
g. Details of business of the company
h. Complete postal address which would be the registered address of the company. address should be of Delhi or Haryana. Address proof is not required
i. The amount which would be authorized capital of the company. Minimum authorized capital should be Rs.1.0 lakhs
j. The distribution of shares between the subscribers of the share capital
k. In case of non Indian director, the identity and address proof need to be notarized by the country of residence or certified by the Indian embassy of the country of residence instead of notarized or consularized, it can also be apostilled.
l. In case of non Indian director, the memorandum or articles need to be notarized by the country of residence or certified by the Indian embassy of the residence instead of notarized or consularized, it can also be apostilled.
m. Prepare the Memorandum and Articles of Association. The same must be vetted by the ROC and later printed.
n. The Memorandum and Articles should be stamped with the applicable stamp duty.
o. The Memorandum and Articles should be signed by at least two subscribers in their own hand, with their father’s name, occupation, address and the number of shares subscribed for under the witness of at least one person. It should be ensured that the Memorandum and Articles are dated after the date of stamping.
p. Form 1 being the declaration of the fulfillment of all formalities needs to be filed by us. Signed copies of MOA, AOA and POA needs to be attached and uploaded with Form 1. The size of Form 1 shall not be more than 2.50 MB.
q. Fill up the following forms online and sign (Digitally)
- Declaration of compliance – Form-1.
- Notice of the situation of the registered office of the company – Form-18.
- Particulars of the Director, Manager or Secretary – Form-32.
r. Submit the following documents to the ROC with necessary filing and registration fee
- Stamped and signed copies of the Memorandum and Articles of Association.
- Form-1, 18 & 32.
- Agreement referred to in the M & A (if any)
- Any agreement proposed to be entered into with an individual to function as Managing or whole time Director or Consent letters from proposed directors.
- The name is approved for 60 days from the date of approval. If the approval expires and the documents have been prepared on the basis of first approval, then the same documents can be used. In such circumstance, fresh approval should be taken for the same approval.
- Power of Attorney signed by the subscribers favoring a person to make corrections on their behalf in the documents and papers filed for registration in Rs.10/- stamp paper.
- The Registration and filling fees must be paid either by credit card, net banking or through challan in bank
- The regional director, after considering the application, documents and objections, if any, received within 30 days from the date of publication of the notice in the newspapers, and after consulting any authority, department or ministry, as he may, in his discretion, decide, determine whether the license should be granted or not.
- If the registrar satisfies that the application is complete in all respects and in the best interest of the country, he can grant the license under this section with or without conditions and may also direct the company to insert in its memorandum, or in its articles, or in both, such conditions of the license as may be specified by him in this behalf
- After obtaining license under section 25 the company shall be formed as a normal company and the other formalities of incorporation shall be complied with.
s. Fees for filling forms are:
- Form 1 for Incorporation of Section 25 license companies and other companies if authorize capital is 100000 is Rs 4400
- Form 18 for Rs 200
- Form 32 for Rs 200
t. Rates of Stamp duty are as follows:-
|Name of State||Form-1||MOA||AOA|
|Delhi (section 25 companies)||10||Nil||Nil|
u. In case of non-resident promoter, if the documents are “Apostilled”, then notary and consulate stamp are not required.
v. In case of non-resident promoter, the power of attorney, moa and aoa needs to be notarized and consularized.
w. If the non-resident represents another company, the Board resolution of that company needs to be attached. The resolution needs to be taken in the letter head of that company and notarized plus consularized.