Q. The Memorandum and the articles of association of
company were delivered to the registrar of companies for
registration on January 6, 2011. On January 8, 2011, the
registrar issued the certificate of incorporation but dated
January 6, 2011. On that very day (January 6, 2011), the
company made allotment of its shares. The allotment was
challenged on the ground that it was made before the actual
issue of the certificate of incorporation. How would you
decide and why?
Answers
Answer:
hiibababbaabnannakkkkaakkkakakaakakk
Answer:
Documents to be Filed with the Registrar during registration:
The promoter should then prepare and file the following documents with the Registrar of Joint Stock Companies. He should also pay the necessary filing and registration fees.
1. Memorandum of Association
The Memorandum should be printed and at least seven persons each agreeing to take at least one share must subscribe their names to Memorandum.
2. The Articles of Association
The Articles must also be signed by at least seven members. If a public company doesn’t prepare and file Articles, then it is deemed to have adopted Table A in Schedule I of the Indian Companies Act.
3. List of Directors
A complete list of directors, their addresses and occupations and age. If not separate list is filed, the subscribers to the Memorandum are deemed to be the first directors.
4. Consent of the Directors
When Directors of a Company are appointed by the Articles of Association or named in the prospectus, a written consent to act as directors and also a written undertaking to take up and pay for the qualification shares if any are mandatory in Incorporation of a Company.
5. Statutory Declaration
A statutory declaration by any one of the following persons stating that all the requirements of the Act regarding Registration have been duly complied with:
-An Advocate of the Supreme Court or High Court.
-An Attorney or Pleader who is entitled to appear before a High Court.
-A Chartered Accountant who is engaged in formation of the company and also practicing in India.
-Any individual who is named in the Articles of Association as the Company’s Director, Manager or Secretary.
6. Notices of the Address of the Registered Office
The notice for the address of the registered office of the company should be given within 30 days after its incorporation or on the date from which the company commences its business whichever is earlier.
7. A Letter of Authority for Making Necessary Corrections in Memorandum and Articles
A letter of authority on a non-judicial stamp paper of the requisite value signed by all the subscribers in favour of one of them or any other person for making necessary corrections, on their behalf, in the Memorandum and Articles and other papers is to be filed with the Registrar of Companies.
8. Letter of Registrar of Companies about the Availability of Name
Notarized original copy of Registrar of Companies stating the availability of the proposed name is mandatory while registering a company name. It should be filed with the Registrar of Companies. However, the requirements as given in points 3 and 4 above shall not apply to private companies.