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MCA vide its notification dated 5th July, 2018 has brought the Companies (Authorized to Register) Second Amendment Rules, 2018 (‘Amendment Rules’). The said Amendment Rules shall also come into force from 15th August, 2018.
The section (section, 366) deals with registration of unregistered entities like partnership firms, LLPs, cooperative societies and such other entities, as a company under the Act, 2013. The amendment paves way for such entities having two or more members to get them registered under the Act, 2013 either as a company limited by guarantee, company limited by shares or unlimited companies.
Unregistered entities like LLPs, partnership firms, societies, etc. with two or more members can with effect from 15th August, 2018 onwards opt for conversion into a company limited by liability or guarantee or with unlimited liability in accordance with the provisions of Part XXI of the Act, 2013.
Any Society, Trust, Firm, Partnership Firm, Limited Liability Partnership, Co-operative Society or any other business entity formed under any other law for the time being in force may convert into Section 8 Company under section 366 of the Companies Act, 2013. The following are the requirements to convert into Section 8 Company:
The following entities can convert into a Section 8 Company:
The following entities can not convert into Section 8 Company:
Any Society, Trust, Firm, Partnership Firm, Limited Liability Partnership, Co-operative Society or any other business entity formed under any other law for the time being in force may convert into Section 8 Company under section 366 of the Companies Act, 2013. The following are the requirements to convert into Section 8 Company:
First and foremost thing is to convene a meeting of the members of the Society or Trust or Partners of the Firm or LLP to discus the conversion into Company. Take the consent of 3/4th members. Decide who are the first directors of the Company.
Check the Proposed Company name availability through MCA and Trademark portals and apply for Name application as Part I Section 8 and pay the requisite fee. Attach the necessary supporting documents such as Resolution of the members of the Socity or Trust or Such other entity. Subject the availability, the Offier of MCA will approve the Name Application.
Apply Digital Signature Certificates for the members of the Society or Trust or Such other entitiy. Do the Roll Check as Authorised Representative on MCA web portal for all these members.
Publish newspaper advertisement (ie. in Form URC-2) in two newspapers ie. one in English and another in the principal vernacular language of the district.
Take No objection letters from the exising credtiros of the Society or Trust or Firm or LLP or Such other entity as the case may be.
Prepare all the necessary documents such as PAN, Id and Address Proofs of members, declaration of members, addifavits of members, copy of the instrument constituting or regulating the entity, certificate from a CA/CS/CWA certifying the compliance with all the provisions of Stamp Act, to the extent applicable, 3/4th consent of the majority members, no objection certificate/Consent given by secured creditors, statement of accounts of the existing entity, prepared not later than 15 days preceding the date of application duly certified by auditor, undertaking by the proposed directors for compliance with requirements of Indian Stamp Act, 1899, copy of latest Income Tax Return of the entity, MOA & AOA.
File SPICePartB, SPICeMOA, SPICeAOA, Form URC-1 etc., and pay the requisite fee. On scruitiny and if every thing is in order, the MCA Office will approve the forms and issues you the certificate of Incorporation.
This is the final stage where the entity has to inform the previous registering authority about it's converstion to a Company.
DIN stands for Director Identification Number. Every Director of the company will get this unique Director Identification Number subsequent upon the Company Incorporation. With this DIN, he/she can register any number of companies.
A DIN holder has to file his KYC with MCA every year on or before 30th day of September otherwise a penalty of Rs. 5000/- will be imposed.
DSC stands for Digital Signature Certificate. Class-III Digital Signature Certificate is required for each Shareholder while registering his/her company.
There are different companies who issue Class-III DSCs. These companies are called DSC Certifying Authorities. We have associated with eMudhra Tamil Nadu. eMudhra is one of the largest Digital Signature Certifying Authority in India.
An authorized share capital is a share capital amount upto which the shareholders can invest in equity of the company.infact, this the permission limit to invest amount into Equity Sharecapital.
Paid up share capital is an amount, which is deposited by the shareholders of the compnay in company's bank account towards share capital.
Now the company can be registed with a minimum amount of share capital of Rs. 2/- ie. Rs.1/- investment by each shareholder.
A CIN is a company identificaton number, which is generated by the Ministry of Corporate Affairs while generating the Certificate of Incorporation.
We can treat it as the company registration number.
If we apply direct incorporation without applying for Certificate of Name Availability, it may take 3 to 5 working days. Some times, it may be incorporated even in one day.
But it is advisable to apply first company name and then incorporation and in this case it may take 10 to 15 days.
For one lakh authorised share capital company, the total government fee including Digital Signature Certificates would be approximately Rs. 4,000/-.
CompaniesHouse is authorised by the Ministry of Corporate Affairs to provide company registration service throughout India at an affordable cost of Rs. 1,999/-.
Yes, you can start a Company from your home address too.
No, you can not register Company on your own as Professionals like Company Secretary/Chartered Accountant has to sign digitally along with a Director on the application forms, then only your Companay will be registered.
Now. For a two person private limited company Rs. 2/- is the minimum sharecapital and for one person private limited company Rs. 1 will be the minimum amount of sharecapital is required.
Minimum of two directors are required to register a Section-8 Company.
Any person or an association of persons intending to register a limited liability company for objects specified below can opt to apply for registration of Section 8 Company.
The following have to be proved to the satisfaction of the Central Government that:
(a) its objects includes promotion of commerce, art, science,
sports, education, research, social welfare, religion,
charity, protection of environment or any such other
object;.
(b) the company after incorporation intends to apply its
profits, if any, or other income in promoting such objects
only; and
(c) the company intends to prohibit the payment of any
dividend to its members.
Yes.
No. Rule 3 of the Companies (Incorporation) Rules, 2014 prohibits a one person company to be incorporated as section 8 company or to convert into a Section 8 Company.
No, Rule 3(6) of the Companies (Incorporation) Rules, 2014 prohibits one person company to invest in securities of any body corporate.
Yes, under the Companies Act, 2013, a Partnership firm or an LLP can become the member of Section 8 Company. The provisions of respective Acts need to be complied with by the partnership firm or LLP as the case may be.
Yes, trust can become a member of the Section-8 Company.
A Co-operative society can be regarded as Person and thus capable of becoming subscriber of a company including Section 8 Company.
There are special requirements to be complied with under the Foreign Contribution and Regulation Act, 2010 before a Section 8 Company can receive any contributions or donations from overseas/outside India from non-residents. The provisions of the said Act are in addition to the provisions under the Companies Act.
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