Company Registration

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Companies Act   ek   legal framework hai jo India mein companies ko register, regulate aur govern karta hai.   Ye act   company formation, management, directors, audits, mergers, and winding-up   ke rules define karta hai.

India mein Companies Act 2013 abhi lagu hai, jo Companies Act 1956 ko replace karta hai.

💻 Official site: www.mca.gov.in

1. Companies Act Ka Background

Pehle ka system:

  • India mein pehle Companies Act 1956 tha

  • Lekin business aur corporate environment change hone ke karan, naye rules ki zarurat thi

  • Globalization aur investor protection ke liye Companies Act 2013 banaya gaya

Companies Act 2013:

  • Passed by Parliament of India: 29 August 2013

  • Effective from 1 April 2014

  • Main aim: Transparency, investor protection, corporate governance

2. Purpose of Companies Act

Companies Act ka maksad hai:

  1. Company registration ka standardize process define karna

  2. Corporate governance improve karna – Directors aur management ki responsibility specify karna

  3. Investor aur shareholder protection

  4. Financial transparency – Accounts aur audit rules

  5. Corporate restructuring – Mergers, demergers, winding-up

  6. Legal framework for directors, officers aur employees

3. Types of Companies under the Act

1. Private Limited Company

  • Members: 2–200

  • Shares: Transfer restricted

  • Minimum directors: 2

  • Cannot raise funds from public

2. Public Limited Company

  • Members: Minimum 7 (no max limit)

  • Can raise funds from public through IPO

  • Minimum directors: 3

3. One Person Company (OPC)

  • Only one member

  • Limited liability for owner

  • Popular for small businesses

4. Section 8 Company

  • Non-profit / charitable purposes

  • Profits used for objectives, not distributed to members

5. Other types

  • Government company (51% govt shares)

  • Small company (turnover < ₹50 crore, paid-up capital < ₹10 crore)

4. Company Registration Process

Step 1: Obtain Digital Signature Certificate (DSC)

  • Directors need DSC for online filing

  • Documents required: PAN card, Aadhaar, photo

Step 2: Director Identification Number (DIN)

  • Every director must have DIN

  • Apply through MCA portal

Step 3: Name Approval

  • Apply to MCA via RUN (Reserve Unique Name)

  • Choose unique name as per Companies Act rules

Step 4: Drafting Documents

  1. Memorandum of Association (MOA) – Defines company objectives

  2. Articles of Association (AOA) – Rules for internal management

  3. Declaration by directors and subscribers

Step 5: Filing with MCA

  • File Form SPICe+ for incorporation

  • Upload: MOA, AOA, identity & address proofs, PAN, DSC

Step 6: Certificate of Incorporation

  • MCA issues COI after verification

  • Company is now legally formed

💻 MCA Portal: www.mca.gov.in

5. Directors and Management

Appointment of Directors:

  • Private limited: Minimum 2

  • Public limited: Minimum 3

  • Maximum 15 directors by default

Duties of Directors:

  • Act in good faith for company interest

  • Ensure compliance with law

  • Maintain proper accounts

  • Avoid conflicts of interest

Board Meetings:

  • Required as per Companies Act

  • Minimum number depends on company type

6. Shareholders and Members

  • Shareholders invest capital in company

  • Private companies: maximum 200 members

  • Public companies: unlimited members

  • Rights include: voting, dividend, information access

7. Accounts and Audits

Accounting:

  • Maintain books of accounts as per Act

  • Annual filing of financial statements

Auditing:

  • Companies must appoint chartered accountant

  • Audit ensures transparency and investor confidence

  • Annual Audit Report filed with MCA

8. Annual Filing and Compliance

Companies must submit annual returns to MCA:

  1. Form AOC-4 – Financial statements

  2. Form MGT-7 – Annual return

  3. Form DIR-3 KYC – Director KYC

Due dates:

  • Private/public company: within 30 days of AGM or as per rules

9. Corporate Governance

Companies Act emphasizes:

  • Independent directors for public companies

  • Audit committees and CSR committees

  • Transparent board decisions

  • Protection for minority shareholders

10. Mergers, Amalgamations, and Winding Up

Mergers / Amalgamations:

  • Companies can merge or combine under MCA approval

  • Requires valuation, approval by shareholders and National Company Law Tribunal (NCLT)

Winding Up:

  • Closure of company voluntarily or by tribunal

  • Assets distributed to creditors, then members

  • Types: voluntary, compulsory

11. Corporate Social Responsibility (CSR)

  • Companies with profit > ₹5 crore or turnover > ₹100 crore must spend 2% of average profit on CSR

  • Areas: education, health, environment, poverty

12. Penalties for Non-Compliance

  • Non-filing of annual returns: ₹50,000

  • Wrong accounting / fraud: heavy fines & imprisonment

  • Non-compliance of CSR: penalty per provisions

13. Key Sections of Companies Act 2013

Section Topic
Sec 2 Definitions of company types
Sec 3 Formation of company
Sec 4 Memorandum of Association
Sec 5 Articles of Association
Sec 149 Board of Directors
Sec 134 Financial statements and Board report
Sec 177 Audit Committee
Sec 135 Corporate Social Responsibility
Sec 248 Strike-off and winding up

14. Importance of Companies Act

  1. Legal recognition of companies

  2. Protects investors and shareholders

  3. Maintains transparency in management

  4. Standardizes accounting and auditing

  5. Supports responsible corporate governance

15. Conclusion

Companies Act 2013 is India ka modern corporate law. Ye:

  • Company formation aur registration rules set karta hai

  • Directors aur shareholders ke rights aur duties define karta hai

  • Financial transparency aur audit rules provide karta hai

  • CSR aur corporate governance ko promote karta hai

Businesses jo Companies Act follow karte hain, unke liye trust, transparency aur legal protection ensure hoti hai.

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