An association, desirous of being incorporated as a company with limited liability without the addition to its name of the word “Limited” or the words “Private Limited”

By on 14-11-2018

HOW TO SET UP A CHARITABLE COMPANY

The issue of licence and incorporation of companies to pursue charitable and other prescribed objects, with limited liability without the addition to its name of the word “Limited” or the words “Private Limited” are regulated by Section 8 of the Companies Act, 2013. An association, desirous of being incorporated as a company with limited liability without the addition to its name of the word “Limited” or the words “Private Limited” shall take the following procedural steps for securing a Licence under Section 8 of the Companies Act, 2013 and for getting itself registered under the Act:

• To select not more than six names in the order of their preference, for obtaining availability of one of those names for adoption by the proposed company.
• To make an application to the Registrar of Companies of the State in which the registered office of the proposed company is to be situated for seeking name availability. The application for reservation of name shall be in Form INC – 1 of the Companies (Incorporation) Rules, 2014. The procedure of making this application is same mentioned as discussed earlier.
• The Registrar of Companies to furnish the required information to the applicants, ordinarily within three days of the receipt of the application.
• A person or an association of persons (hereinafter referred to in this rule as “the proposed company”), desirous of incorporating a company with limited liability under sub-section (1) of section 8 without the addition to its name of the word “Limited”, or as the case may be, the words “Private Limited”, shall make an application in Form INC – 12 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 to the Registrar for a license under sub-section (1) of section 8. [Rule 19 of the Companies (Incorporation) Rules, 2014]
• The memorandum of association of the proposed company shall be in Form INC – 13.
• The application for grant of licence in form INC – 12 shall be accompanied by the following documents, namely: – (a) the draft memorandum and articles of association of the proposed company; (b) the declaration in Form INC – 14, by an Advocate, a Chartered Accountant, Cost Accountant or Company Secretary in practice, that the draft memorandum and articles of association have been drawn up in conformity with the provisions of section 8 and rules made thereunder and that all the requirements of the Act and the rules made thereunder relating to registration of the company under section 8 and matters incidental or supplemental thereto have been complied with; (c) an estimate of the future annual income and expenditure of the company for next three years, specifying the sources of the income and the objects of the expenditure; (d) the declaration by each of the persons making the application in Form INC - 15.
• The licence shall be in Form INC – 16 and the Registrar shall have power to include in the licence such other conditions as may be deemed necessary by him. The Registrar may direct the company to insert in its memorandum, or in its articles, or partly in one and partly in the other, such conditions of the license as may be specified by the Registrar in this behalf.
• After obtaining the licence, to get the memorandum and articles, as approved by the Registrar of Companies, printed and to ensure that the conditions of the licence as directed by the Registrar of Companies are incorporated therein.
• Filing of Forms and Documents with Registrar: This is same as in case of public company limited by share.
• Registration and Filing Fee: This is same as in case of public company limited by share.
• Scrutiny of Forms and Documents by Registrar: On receipt of the aforementioned documents and forms, the office of the Registrar of Companies will scrutinise them and if they are found complete in all respects, the Registrar will register the company and allot CIN. If the Registrar finds any defect or deficiency in any of the documents or forms, he shall send an electronic communication pointing out the defects and after the deficiencies are removed, the Registrar will register the company.
• ISSUE OF CERTIFICATE OF INCORPORATION BY REGISTRAR: A Certificate of Incorporation will be issued by the Registrar of Companies under his hand and seal of his office and sent electronically. One may take printout of Certificate of Incorporation which is generated online.