Company Incorporation

🌲Registering company by using Form INC-29

👉Background:-

🌴Now, Very good news to all entrepreneurs who need to start a company .INC -29 form reduces the time lag of registering company process. Ministry of Corporate Affairs has introduced Form INC-29 (with effect from 1st May, 2015), an integrated form for Incorporation which combines Forms for director identification number (DIN),Name approval,& incorporation process into one.

🌱One can incorporate public or private company in less time by using this form. Presently, this form is not available for Not profit Companies.

👉How to incorporate with INC 29:-

🌴Get Digital signature (DSC)

🌱DSC can be obtained just by filling DSC application form of class 2 individual & documents need to be attested by Gazette officer, bank manager or post master.

👍Registering a private company

🌱Minimum 2 directors,
🌱Minimum 1Lakh rupees share capital,
🌱Minimum 2 share holders,
🌱Directors & share holders may be same person,
🌱As per sec 149(3) at least one director stay should be more than 182 days in previous year
🌱Director identification number (DIN) for all directors,
🌱Digital signature certificate (DSC) for any two directors.

👉How to get DIN & DSC

🌱DIN is a unique number issued by MCA.
🌱By filing DIR-3 we can get DIN.

👉Documents &details required for DIN &DSC

🌱Pan card as proof of identity is mandatory, in case of foreign citizen copy of passport

🌴Proof of address:- passport, election id, ration card, driving license, aadhar card, any utilities bill (electricity, telephone etc) it should not be older than 2months from date of filing of DIR-3. In case of foreign citizen 2 months time replaced by 1year.

🌱Passport size photo in jpeg format
🌱Current occupation
🌱Email id &contact number
🌱 Educational qualification
🌱DIR-4 Verification form signed by applicant
🌱All documents require self-attestation

🌴For director residing outside India supporting documents attested by consulate of Indian embassy, foreign notary, CEO, CS, MD.

🌱DIR-3 digitally signed by same person or CA/CS/Cost account in whole time practice or
🌱CS in full time employment or any director of the company in which applicant is to be appointed as director

🌴For DSC – just by filling DSC application form of class 2 individual & documents need to be attested by Gazette officer, bank manager or post master.

👉Checking name availability & trademark

🌴Promoters need to give 6 names & in order of their preference & priority. They can check existing names in MCA website.

👉By filing Form INC-1, we can apply for name of the company.

👉Drafting Main object, articles of association &memorandum of association

👉Drafting the main object, articles of association & memorandum of association as per companies act 2013 guideline

👉Registration office verification

🌴Need to upload rental copy of the premises & No objection certificate from owner. If own premises means need to upload registered sale deed copy of premises

👉Appointment letters & declarations DIR-22

👉Letters of appointment of directors, CEO, Managers, declaration by first directors in INC-9 & by appointee & managing director in DIR-2
🌱 Payment of ROC Fees
🌱 Applying for PAN &TAN

👉Time Squeezing galore

🌱INC-29 is a combined form for application for DIN, Name Availability and Incorporation, PAN, TAN and also ESIC doing away with the requirement of filing:

• DIR-3
• INC-1
• INC-7
• INC-22
• DIR-12
• PAN Application
• ESIC Application
• TAN Application

👉Some of the key attractions about Integrated e-form (INC 29) are:-

🌴Now Company can be incorporated much faster. Separate queue for processing INC-29 has been created at ROC back office.

🌴Filing INC 29 is only an option. It means existing incorporation process will also continue.

🌴DSC and DIN of at least One Proposed Director will be needed for filing the Form.

🌴 This is exciting process at additional consolidated fee of Rs. 2000/-.

🌴Particulars of maximum three directors can be filed in INC 29 and allotment of DIN of maximum three proposed Directors

🌴Only Single Name shall be allowed to be filled with one resubmission option (and total resubmission options are three).

🌴Promoter may prepare MOA as per template INC-30 & AOA as per template INC-31 as per Rule 13.

🌴 In case of rejection of the form, fee will not sink and can be recovered by way of applying for refund through Refund Form.

🌴 MOA/AOA could be filed, physically signed, scanned and attached to the form. Option is available for amending the MOA/AOA.

👉All attachments/ Declarations/ Proofs, etc will be required for the form.

🌴Certificate of Commencement of Business will continue.

🌴INC-29 is not a STP form.

👉ATTACHMENTS TO the Form INC-29

👉However, following are the mandatory attachments in all cases:

🌱Memorandum of Association
🌱Articles of Association.
🌱Affidavit and declaration by first subscriber(s) and director(s)

🌴If the proposed Directors do not have DIN Numbers, then following papers need to be attached:

🌱PAN will be verified by the system linkage – no need to attach.
🌱Self signed Copy of Identity Proof.
🌱Self signed copy of Address Proof.
🌱 Photograph

👉If the address for correspondence is the address of registered office of the company, then following attachments are mandatory:

🌱 Proof of office address.

🌱Copies of utility bills not older than two months.

👉Regards
Adv/CS Jeetam Saini
(Meenakshi Consultancy Services )
ifthe proposed name is based on a registered trademark or is subject matter of an application pending for registration under the Trade Marks Act, then it is mandatory to attach:

🌱Approval of the owner of the trademark or the applicant of such trademark for registration of Trademark.

👉If the name of the proposed company includes the name of relative(s) of the promoter, then it is mandatory to attach:

🌱Proof of relation of the relative with promoter.

👉If the promoters are carrying on any Partnership firm, sole proprietary or unregistered entity in the name as applied for, then it is mandatory to attach:

👉NOC from the sole proprietor/ partners/other associates/ existing company.

🌴In case the proposed name contains name of any person other than the promoter(s) or their close blood relative(s), then it is mandatory to attach:

🌱NOC from any other person.

👉If any subscriber to the proposed company is Foreign company and/or company incorporated outside India, then it is mandatory to attach:

🌴Copy of certificate of incorporation of the foreign body corporate and resolution passed.

👍CONCLUSION

👉This initiative on day one looks promising. This E-form INC-29 focuses on the ease of doing business initiatives. The lengthy time period of approximately 48 days has been reduced to 48 hours. This is a priority area for Prime Minister of India, who has made it a personal mission to improve India’s scores on this parameter. Once the form stabilizes then this will certainly change image of India. Other revenue departments are also likely to join this integrated process.
Regards
Adv/CS Jeetam Saini
(Meenakshi Consultancy Services )
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LIMITED LIABILITY PARTNERSHIP(LLP)

Limited Liability Partnership (LLP)

Limited Liability Partnership (LLP) is a Body Corporate having the features of a Partnership Firm and a Limited Company. The management of LLP is defined by LLP agreement and partners have the freedom to regulate affairs of the LLP. It is a corporate business medium that provides the benefits of limited liability, where professionalism and inventiveness combine to operate flexibly, organizing their internal structure on a partnership basis.
Any two or more persons, associated in carrying on a profit-oriented lawful business may enter their names in the incorporation document and file the same with the Registrar, to form a Limited Liability Partnership. The LLP has a perpetual succession. The liability of the partners is limited to their agreed contribution in the LLP which may be of tangible or intangible nature or both.
The minimum number of Partners or Designated Partners is 2. The mutual rights and duties of partners in an LLP are governed by an agreement between the partners or between the LLP and the partners subject to the provisions of the LLP Act 2008.
Designated Partner: 
Every LLP shall be required to have at least two individual Designated Partners. At least one of the Designated Partners shall be a resident of India. In case of an LLP where all the partners are corporate bodies or in which one or more partners are individuals and corporate bodies, then at least two individuals who are partners of such LLP or nominees of such corporate bodies shall act as designated partners.

The main advantages of LLP are:

 No requirement of audit of accounts until turnover reaches Rs.40 lakhs or Contribution of Rs.25 lakhs.

 Less tax as compared to the company.

 No requirement of minimum capital contribution.

 No restriction as to maximum number of partners.

 The registration process is simple.

 The Ministry does not allow another person to start another LLP or Company in your LLP's Name.

 The formation procedure costs less.

 Less statutory compliances as compared to Private Limited Companies.

 No exposure to personal assets of the partners except in a fraud case.

 Body corporate can be a partner of an LLP.

 Less Government intervention.

 Easy to dissolve or wind-up.

Steps to be taken to get registration of  a Limited Liability Partnership:

Step - 1 Apply for Digital Signature Certificate
Digital Signature Certificate for Partners of a Limited Liabilities Partnership Firm, both Indian and foreigners, are also required to get Digital Signature Certificate - DSC - under the new requirements. Digital Signature Certificate (DSC) is required for all Partners who will require to sign ROC forms or documents. A DSC, like hand written signature, establishes the identity of the sender filing the documents through internet which sender cannot revoke or deny.

Step - 2 Apply for Designated Partner Identification Number (DPIN No.)
Partners for a LLP, both Indian and foreigners, must register and get and identification number under the new requirements. It is called Designated Partner Identification Number (DPIN No.)

Step - 3 Apply for the availability of the name
The next step is to decide the name for the proposed LLP to be incorporated. Anyone intending to incorporate an LLP has to evaluate his proposed name under the prescribed parameters and make an application in eForm 1 of Rule 18(5) of the LLP Act, 2008 for reservation of the desired name.
The name of the LLP shall not be similar or identical with that of a Company or LLP already registered in India. The details to be state in the eform 1 are as follows : 1. Six alternative names for the proposed LLP. 2. Name, addresses and DPIN of Partners 3. Proposed monetary value of partner's contribution. 4. Description of proposed business activity.

Step - 4 Drafting the LLP Agreement:
On receipt of the name approval letter from the ROC the LLP Agreement required to be drafted. Its Contents include: 1.Name of LLP 2.Name of partners/ designated partners 3.Form of Contribution 4.Profit sharing Ratio 5.Rights and Duties of partners 6.Proposed Business 7. Rules governing the LLP

Step - 5 File the documents for LLP Registration:
Once, name is allotted, company registration documents have to be prepared and filed with respective ROC for registration. The following documents and Form filed with ROC:• Form2 – Incorporation documents • Form3– Details of LLP agreement • Form4– Consent of partners • Subscription Sheet • LLP agreement duly stamped • Address proof of the registered Office

All the eForms shall be digitally signed by any designated partner and shall be certified by an Advocate/ CA/CS/CWA in practice engaged in the formation of the LLP.

After the Registrar is satisfied that all formalities are complied with, he issues a Certificate of Incorporation as to the formation of the LLP within a 7 days of filing eForm2 and will issue a Certificate of Incorporation in Form 16, which shall be conclusive evidence as to the formation of the LLP..   Source RN Jha

Cheque bounce cases - what to do, when and how

You would think it should be easy to get someone to pay up whose cheque has bounced... It's not rocket science, but timing and procedure are very important. Find out about the steps involved...

Do you need to recover an amount due on a cheque that bounced? Criminal prosecution (rather than filing a civil suit) is your first best friend.

Criminal cheque bounce case

Send a letter (a demand notice) to the party who wrote the cheque (the drawer), threatening to initiate proceedings under the Negotiable Instruments Act (NI Act) if the amount due is not paid. The threat of prosecution can often work its magic and result in prompt settlement. (If the drawer is an individual, the proceedings would happen under Section 138 of the NI Act. If the drawer is a company, its managing director can be personally prosecuted under Section 141.)

30 day time limit to send demand notice

The demand notice must be sent within 30 days from the date you found out that the cheque issued to you has bounced. There is no prescribed format for this notice. Its purpose is to demand payment and inform the issuer that he or she will be prosecuted if payment is not made within 15 days. So it should contain the following information:

1. Statement that you presented the cheque within its period of validity;
2. Statement of debt or legally enforceable liability;
3. Information about the reason of dishonour of cheque (Check the memo of the bank returning the cheque for these);
4. Calling upon the drawer to pay the amount due; and
5. Statement that you are giving the drawer 15 days to pay up or you will initiate legal action.

A lawyer is not required to send this notice, however to be doubly sure you may draft the notice yourself and get it “vetted” by a lawyer for a few hundred rupees. You may like to take this step, because the notice often becomes the point of fierce battle when a dispute does reach trial.

Proof of service of the notice is very important – you can send it via courier if pressed for time but do also send a copy through registered post or speed post. If not pressed for time, just the speed post by itself is a perfectly viable option.

If you have the verified email ID of the drawer you can send the notice via email too, the Bombay high court has observed. However we wouldn’t trust this unconventional method, especially since other high courts can overlook the ruling of a given high court.

It is the 15^th day and no payment has still been received? You now have no more than 30 days within which to file a complaint before a magistrate.

Which area’s magistrate can you file a complaint with? A magistrate in any of the places out of the following: Where the cheque was drawn; where the cheque was presented; Where the cheque was returned by the bank; where the demand notice was served by you

Note 1: A delay (taking longer than the 30-day time limit) in filing a complaint before a magistrate may be excused by them in exceptional circumstances, a delay in sending the demand notice will always prevent you starting any future criminal prosecution.

Note 2: If during the validity of the cheque, after the demand notice has been sent by the payee, the drawer asks the payee to present the cheque again and it is yet again dishonoured, that doesn’t mean that the drawer’s time-limit under the demand notice has increased. The payee has to stick to the original timelines.

Note 3: Dishonour of a cheque due to stopped payment is also covered under Section 138 of the NI Act.

Note 4: If the cheque was issued as a gift, donation, or any other obligation which is not legally enforceable, the Negotiable Instruments Act will be of no use to you. If the cheque was issued more than six months ago, it has already expired.

Do not rely on anything you read here without seeking experienced legal counsel first. If in doubt, please always ask a lawyer.