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Question

Jindal and his brothers wanted to start a new business of steel. To start up a business, what documents are required to be submitted by them to the Registrar of Companies?

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Solution

1. Memorandum of Association:

• It defines the objectives of the company.

• No company can legally undertake activities that are not contained in its MoA.

• MoA contains the following clauses:

• Name Clause, which contains the name of the company which has already been approved by the Registrar of Companies
• Registered office clause, which contains the name of the state, in which the registered office of the company is proposed to be situate; exact address is not required but the same must be notified to the Registrar within thirty days of the incorporation of the company.

• Objects clause: It defines the purpose for which the company is formed. A company is not legally entitled to undertake an activity, which is beyond the objects stated in this clause

• Liability clause: This clause limits the liability of the members to the amount unpaid on the shares owned by them.

• Capital clause: This clause specifies the maximum capital which the company will be authorised to raise through the issue of shares. The authorised share capital of the proposed company along with its division into the number of shares having a fixed face value is specified Articles of Association:

• They are the rules regarding internal management of a company.

• These rules are subsidiary to the Memorandum of Association and hence, should not contradict or exceed anything stated in the Memorandum of Association

• According to section 2(5) of The Companies Act, 2013, ‘article’ means the article of association of a company as originally framed or as altered from time to time or applied in pursuance of any previous company law or of this Act Consent of Proposed Directors. Apart from the Memorandum and Articles of Association, a written consent of each person named as a director is required confirming that they agree to act in that capacity and undertake to buy and pay for qualification shares

2. Agreement:

• The agreement which the company enters with individual as Director or a whole time Director or Manager is another document which is required to be submitted to the Registrar for getting the company registered under the Act Statutory

3. Declaration:

• A declaration stating that all the legal requirements pertaining to registration have been complied with is to be submitted to the Registrar with the above mentioned documents for getting the company registered under the law.

4. Receipt of Payment of fee:

• Necessary fees have to be paid for the registration of the company.

• The amount of such fees shall depend on the authorised share capital of the company.


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