Documents to be filed with the Registrar -Incorporation
Documents to be filed with the RegistrarOnce the name is approved by the Registrar, the applicant shall file following documents with the Registrar:
1. Memorandum of Association - The Memorandum of Association and Articles of Association are the most important documents to be submitted to the ROC for the purpose of incorporation of a company. The Memorandum of Association is a document that sets out the constitution of the company.
2. Articles of Association - The Articles of Association contain the rules and regulations of the company for the management of its internal affairs.
3. If any managing director or a whole time director is proposed to be appointed ,then the agreement entered by the company with such person must be filed with the registrar.
The ROC will issue the certificate of incorporation after the required documents are presented along with the requisite registration fee, and which is incorporated with the share capital , as stated in its Memorandum. A private company can commence business on receipt of its certificate of incorporation.
A public company has the option of inviting the public for subscription to its share capital. Accordingly, the company has to issue a prospectus, which provides information about the company to potential investors. The Companies Act specifies the information to be contained in the prospectus.
The prospectus has to be filed with the ROC before it can be issued to the public. In case the company decides not to approach the public for the necessary capital and obtains it privately, it can file a "Statement in Lieu of Prospectus" with the ROC.
On fulfillment of these requirements, the ROC issues a Certificate of Commencement of Business to the public company. The company can commence business immediately after it receives this certificate.
The documents/forms stated below are filed along with Memorandum of Association and Articles of Association on payment of filing fees (depending on the authorised capital of the company).
# Notice of the situation of the registered office of the company (Form 18)
# Particulars of Directors, Manager or Secretary (Form 32)
# The ROC’s letter (in original) indicating the availability of the name.