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Declaration of Commencement of Business by Company

Posted on by Fastlegal Team
Declaration of Commencement of Business by Company 1

The new Section 10A has been introduced through Companies Amendment Ordinance 2018 with effect from 2nd November , 2018 which provides that every company is now required to file e Form INC 20A with Registrar of Companies within 180 days of its Incorporation for commencement of its business.

Main Requirements for Filing Form INC 20A:

  • The Subscribers has paid the share subscription amount to the Company
  • That the Company has obtained the regulatory approval required to be obtained for commencement of business for business activities which are specially regulated by other sectoral regulators like SEBI, RBI, IRDA etc.. 

What is required to done now :

  • No waiting for Opening of Bank Account 
  • Deposit Share Subscription amount in Company Bank Account 
  • File Form INC-22 for verification of Registered office 
  • File Form INC-20A within ASAP, not later than 180 days of Incorporation of Company 

How to pay Share Subscription amount to Company :

As normal practice every company is registered with Rs. 1Lakh  paid up capital, now it is compulsory that Rs. 1Lakh should be compulsory deposited in Company Bank Account within 180 days of its registration, so it is advisable to avoid incorporating company with higher paid up amount and promoters should go with Rs. 1000/10000 like paid up amount that can easily be paid to company account and Authorized capital of the company should be made at higher limit , so to issue shares at the later stage if required capital is introduced afterwards. 

Lesser amount can also be paid to company by cash , so having lesser amount of paid up capital will help you to better comply with this section. It Is always advisable to deposit the subscription amount to company bank Account as soon as Bank Account of newly incorporated company is opened.  

Section 10A.Commencement of business etc.


(1) A company incorporated after the commencement of the Companies (Amendment) Ordinance, 2018 and having a share capital shall not commence any business or exercise any borrowing powers unless—
(a) a declaration is filed by a director within a period of one hundred and eighty days of the date of incorporation of the company in such form and verified in such manner as may be prescribed, with the Registrar that every subscriber to the memorandum has paid the value of the shares agreed to be taken by him on the date of making of such declaration; and 
(b) The company has filed with the Registrar a verification of its registered office as provided in sub-­section (2) of section 12.  

(2) If any default is made in complying with the requirements of this section, the company shall be liable to a penalty of fifty thousand rupees and every officer who is in default shall be liable to a penalty of one thousand rupees for each day during which such default continues but not exceeding an amount of one lakh rupees.

 (3) Where no declaration has been filed with the Registrar under clause (a) of sub-section (1) within a period of one hundred and eighty days of the date of incorporation of the company and the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he may, without prejudice to the provisions of sub-section (2), initiate action for the removal of the name of the company from the register of companies under Chapter XVIII.

How to Register Sole Proprietorship Firm Online in India

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How to Change the Nominee or Member of One Person Company

Posted on by Fastlegal Team

Every One Person Company shall always have Nominee of Member, that who shall become the member of the company in the event of death or incapacity to contract of member of Once Person of the Company.

First Nominee is declared at the time of Incorporation of company  with consent of nominee form INC -3

Now in case Member of One Person of the company wanted to Change the Nominee of Member than he can do so by Filing prescribed form to Registrar of Companies in Form INC-4

Form INC-4 is required to Filed in Following Cases :

  1. Notice of withdrawal of consent by the nominee of OPC
  2. Intimation about change in the name of the nominee of OPC
  3. Intimation of Cessation

Notice of withdrawal of consent by the nominee of OPC: 

Form INC-4 is required to filed when the Nominee has withdrawal consent to act as nominee of OPC, than the member of the Company shall nominate any other person as Nominee of the Company by taking consent of nominee in form INC-3 along with ID and Address Proof of Nominee.

Intimation about change in the name of the nominee of OPC:

Form INC-4 is required to be when there is change in nominee due to Change in Nominee by Member of OPC

Intimation of Cessation:

When the Member of the Company ceased to be member of the Company due to

  • transfer of ownership of the company to other person ,
  • Death of the member
  • Incapacity of member to contract

In this case the transferee or the nominee will become the member of the company.

In case of Change in Member either member can choose to Change the Nominee to new person or the existing nominee can remain the nominee.

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How to Register Private Limited Company ( Pvt Ltd) in India

Posted on by Fastlegal Team
How to Register Private Limited Company ( Pvt Ltd) in India 2

Private Limited Company Registration procedure is becoming very simple now a days , any person who wants to carry out business operations with separate business entity is not required to wait for month or two just to get the legal formalities done. Even the PAN and TAN of the company is available just after the registration process is completed.

Procedure for Private Limited Company Registration :

  1. Check whether the proposed name is available or not , this has to be check at MCA website at Check Company name option, It is advisable to check only first word of the name and not the full name, If Name is available , try out new name 
  2. Now Check the Trademark of the proposed in the product category on Trademark Public Search Website, if trademark exist try out new name
  3. Prepare KYC Documents of Proposed Directors and Subscribers
  4. Documents will be PAN , Aadhar/DL/Voter Id and Utility Bill/Telephone Bill/Bank Statement, Passport Size Photograph , Mobile Number , Email id , Digital Signature form and Video of Min 25 Sec that the applicant is applying for Class 2 Digital Signature
  5. Documents for KYC of Office Address : Office Address of the Company KYC will be Rent Agreement, if rented premises, Electricity Bill and NOC form Owner 
  6. DSC Application to Certifying Authority 
  7. Incorporation Documents : INC-9 and DIR-2
  8. Signing of Incorporation Documents 
  9. Preparation of Spice form 
  10. Preparation of SPice MOA 
  11. Preparation of SPICE AOA 
  12. Affixing of DSC on Form
  13. uploading of E Forms on MCA portal 
  14. Payment of Incorporation Fee 
  15. Waiting for Reply form CRC ( Takes around 1 to 2 working days ) 
  16.  Approval or Re submission form CRC
  17. Resubmit the e forms by making corrections 
  18. Wait for Approval

Get Company Registration Support form Fastlegal – call 9782280098 or email at mail@fastlegal.in

Place your Request and Fastlegal Team Member will call you back

Company Registration process is same all over India and all the companies are registered via Central Registration Center (CRC) 

 

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Passing of Resolution by Circulation

Posted on by Fastlegal Team

Section 175(1) of Companies Act, 2013

175. (1) No resolution shall be deemed to have been duly passed by the Board or by a committee thereof by circulation, unless the resolution has been circulated in draft, together with the necessary papers, if any, to all the directors, or members of the committee, as the case may be, at their addresses registered with the company in India by hand delivery or by post or by courier, or through such electronic means (A resolution in draft form may be circulated to the directors together with the necessary papers for seeking their approval, by electronic means which may include E-mail or fax)  and has been approved by a majority of the directors or members, who are entitled to vote on the resolution:

Provided that, where not less than one-third of the total number of directors of the company for the time being require that any resolution under circulation must be decided at a meeting, the chairperson shall put the resolution to be decided at a meeting of the Board.

(2) A resolution under sub-section (1) shall be noted at a subsequent meeting of the Board or the committee thereof, as the case may be, and made part of the minutes of such meeting

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Contract by One Person Company

Posted on by Fastlegal Team

(1) Where One Person Company limited by shares or by guarantee enters into a contract with the sole member of the company who is also the director of the company, the company shall, unless the contract is in writing, ensure that the terms of the contract or offer are contained in a memorandum or are recorded in the minutes of the first meeting of the Board of Directors of the company held next after entering into contract:

Provided that nothing in this sub-section shall apply to contracts entered into by the company in the ordinary course of its business.

(2) The company shall inform the Registrar about every contract entered into by the company and recorded in the minutes of the meeting of its Board of Directors under sub-section (1) within a period of fifteen days of the date of approval by the Board of Directors.

Section 193 of Companies Act, 2013

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Duties of Director of Company – Companies Act, 2013

Posted on by Fastlegal Team

Section 166 of the Companies Act, 2013 provides for Duties of Directors

  • A director of a company shall act in accordance with the articles of the company.
  • A director of a company shall act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community and for the protection of environment.
  • A director of a company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.
  • A director of a company shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.
  • A director of a company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the company.
  • A director of a company shall not assign his office and any assignment so made shall be void.

Penal Provisions :

If a director of the company contravenes the provisions of this section such director shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.

Beside above Director’s of the Company must ensure every time that Company is Complying with all applicable laws that are applicable to company form time to time. 

Read Latest articles: 

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Company Secretary (CS) Trainee Vacancy in Jaipur, Rajasthan

Posted on by Fastlegal Team

Fastlegal is having requirement of CS Trainee at Jaipur Office.

CS Training will be held with its associated CS Firms.

Scope of work: 

  • All Type of Company , LLP Incorporation 
  • FEMA/FDI Compliance
  • Secretarial Compliance 
  • Trademark
  • Goods and Services Tax (GST) Filings and Compliance 
  • Accounting 

Selection Process : Interview Basis

Email us at : mail@fastlegal.in 

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Due Date for ROC Annual Filing Extended to 31st December, 2018 for FY 2017-18

Posted on by Fastlegal Team

MCA has decided on the requests received from various stakeholders seeking extension of time for filing of financial statements for the financial year ended 31.03.2018 on account of various factors , it has been decided to relax the additional fees payable by companies on e-forms AOC-4, AOC (CFS) AOC-4 XBRL and e- Form MGT-7 upto 31.12.2018′ wherever additional fee is applicable.

Link : http://mca.gov.in/Ministry/pdf/NoticeAndCircularGC_30102018.pdf

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How Indian company can an receive foreign investment

Posted on by Fastlegal Team

The routes under which foreign investment can be made is as under:

  1. Automatic Route: Foreign Investment is allowed under the automatic route without prior approval of the Government or the Reserve Bank of India, in all activities/ sectors as specified in the Regulation 16 of FEMA 20 (R).
  2. Government Route: Foreign investment in activities not covered under the automatic route requires prior approval of the Government. Procedure for applying for Government approval is given at http://fifp.gov.in/Forms/SOP.pdf


What are the Capital instruments permitted for receiving foreign investment in an Indian company

‘Capital Instruments’ means equity shares, debentures, preference shares and share warrants issued by the Indian company.

Equity shares: Equity shares are those issued in accordance with the provisions of the Companies Act, 2013 and will include partly paid equity shares issued on or after July 8, 2014.

Share warrants: Share warrants issued on or after July 8, 2014 will be considered as capital instruments.

Debentures: ‘Debentures’ means fully, compulsorily and mandatorily convertible debentures.

Preference shares: ‘Preference’ shares means fully, compulsorily and mandatorily convertible preference shares.

Non-convertible/ optionally convertible/ partially convertible preference shares issued as on and up to April 30, 2007 and optionally convertible/ partially convertible debentures issued up to June 7, 2007 till their original maturity are reckoned to be FDI compliant capital instruments. Non-convertible/ optionally convertible/ partially convertible preference shares issued after April 30, 2007 and optionally convertible/ partially convertible debentures issued after June 7, 2007 shall be treated as debt and shall require conforming to External Commercial Borrowings guidelines regulated under Foreign Exchange Management (Borrowing and Lending in Foreign Exchange Regulations), 2000, as amended from time to time.


What is meant by Foreign Investment, Foreign Direct Investment and Foreign Portfolio Investment?

Foreign Investment means any investment made by a person resident outside India on a repatriable basis in capital instruments of an Indian company or to the capital of an LLP.

Foreign Direct Investment (FDI) is the investment through capital instruments by a person resident outside India (a) in an unlisted Indian company; or (b) in 10 percent or more of the post issue paid-up equity capital on a fully diluted basis of a listed Indian company.

Foreign Portfolio Investment is any investment made by a person resident outside India in capital instruments where such investment is (a) less than 10 percent of the post issue paid-up equity capital on a fully diluted basis of a listed Indian company or (b) less than 10 percent of the paid up value of each series of capital instruments of a listed Indian company.

Source : https://www.rbi.org.in  (FAQ issued by RBI )

Company Setup by Foreign Nationals in India

Connect with Fastlegal at mail@fastlegal.in 

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TDS by Govt. Department & PSUs under GST- Registration, Return filing & Issuance of Certificate to deductee

Posted on by Fastlegal Team

Entities that required to get themselves registered as TDS Deductor:

  • A department or establishment of the Central Government or State Government
  • Local Authority
  • Governmental Agencies

When TDS is to be deducted & Rate of TDS:

A department or establishment of the Central Government or State Government, Local Authority & Governmental Agencies are required to deduct TDS at the rate of one percent (1%) for CGST and one percent (1%) for SGST from the payment made or credited to the supplier of Goods & Services or both, where total value of such supply under a contract, exceeds two lakh and fifty thousand rupees.

Value of the Supply for the purpose of deduction of TDS:

The value of supply shall be taken as the amount excluding the central tax, State tax, Union territory tax, integrated tax and cess indicated in the invoice.

Payment of Amount Deducted as Tax & Filling of Return:

1.Due Date for Payment of Tax Deducted & Filling of Return:10th day of Succeeding Month. 
2.Form in which Certificate is to be issuedForm GSTR-7A
3.Time Limit for issuing the CertificateCertificate is required to be issued within 5 days of crediting the amount so deducted to the Government

Issuance of Certificate by the TDS Deductor:

The deductor shall furnish to the deductee a certificate mentioning therein the contract value, rate of deduction, amount deducted, amount paid to the Government in Form GSTR-7A within 5 days of crediting the amount so deducted to the Government.

Check List for Registration of Govt. Department, Local Authorities & PSUs as TDS deductor under GST:

Documents:

  • Copy of TAN Allotment Letter or Copy of PAN Card of Govt. Department, Local Authority & PSUs.
  • Copy of DDO’s PAN Card.
  • Copy of DDO’s Aadhar Card/Voter ID/DL/Passport etc.

Information:

  • DDO’s Mobile Number (Will be verified through OTP)
  • DDO’s Email Address (Will be verified through OTP)
  • Landline No. of Govt. Department, Local Authority & PSUs.

FAQ’s on Registration of Govt. Department, Local Authorities & PSUs as TDS deductor under GST

Is  Govt. department, Local Authorities & PSUs supplying goods or services and already registered as a taxpayer under GST, need separate registration as tax Deductor?

Yes, a Govt. department, Local Authorities & PSUs requires separate registration as TDS deductor

Is Govt. department, Local Authorities & PSUs only registered as a TDS deductor requires to charge any GST on its supplies?

No, the department is only liable to deduct TDS and deposit it with the Govt.

Where a department is registered as both as Tax-payer and as Tax deductor is he need to file separate returns for both the registrations ?

Yes, separate returns for both the registrations are required to be filed.

When any department does not hold any PAN than how can it apply for registration as TDS deductor?

The department may apply with TAN number also.