Procedure for Registration of Sec 25 Company

Step-1

Apply in Form No. 1A to concerned ROC, for availability of name in order of preference (without addition to its name of the word “Limited” or the words “Private Limited”).

Step-2

Prepare Memorandum & Articles of Association.

Step-3

Make an application to the Concerned Regional Director for issue of license under Section 25 of the Companies Act, 1956. The application should be accompanied by: –

• Three Copies of MoA & AoA of the proposed Company.
• A declaration confirming the application by CA / CS / Advocate on prescribed Stamp Paper.
• Three copies of list of names, descriptions, addresses & occupation of the promoters as well as the  members of Board of Directors of the proposed Company.
• A statement showing details of assets & liabilities of the Association as on date with the application.
• An estimate of future annual income & expenditure of the proposed company, specifying the source of income & object of expenditure.
• A statement giving brief description of work, if any, already done by the association.
• A statement specifying briefly the grounds on which the application is made.
• A declaration in prescribed form on non-judicial stamp paper by each person making an application.
• A letter of authority.
• Payment of prescribed fees.

Step-4

Notice pursuant to regulation 11 of the Companies Regulation, 1956 shall be published within one week before or after the admission of the application in one or more newspapers (one in English and other in vernacular local newspaper).

Step-5

Simultaneously furnish the copy of application with all its enclosure and accompanying papers to the concerned Registrar of Companies.

Step-6

On receipt of the copy the concerned ROC gets the draft MOA & AOA vetted and then list outs the modifications considered necessary and forwards the same to RD within fifteen days of receipt of the copy. He may normally advise RD to grant license to the proposed company or not.

Step-7

The concerned ROC may consult for the views of District Magistrate of the state within whose jurisdiction the registered office of the proposed company is to be located. Copy sent to RD and reply is generally directly received by ROC from DM.

Step-8

In case, the considerations for issue of license are more important, the RD may consult the State Government too. The RD may also consult the ministries concern and determine, if any, objections received.

Step-9

On receipt of the above papers, the RD gets the MOA & AOA and other papers generally scrutinized.

Step-10

Having received all the necessary views from the ROC, DM, State Government, the RD will take the decision for grant of license to the application or not. (Generally the license is granted within 30 days from the date of filing of application with the RD).

Step-11

Departmental instruction shall be strictly followed. The license may be revoked, with Company’s right to be heard.

Step-12

After obtaining the license the MOA & AOA be printed as approved.

Step-13

File the necessary papers with ROC for registration along with filing fees (maximum filing fees payable is Rs.5000/-) and also produce the license granted by the RD.

Step-14

The ROC on making necessary scrutiny and correction will issue the certificate of incorporation.

Check List for registering a company under Section 25