Article Detail

INCORPORATION AND COMPLINCE OF SECTION-8 COMPANY

Sep 08, 2021 3 comment

INCORPORATION OF PRIVATE/PUBLIC SECTION 8 COMPANY LIMITED BY SHARES

[Section 8 of the Companies Act, 2013 read with the Companies Incorporation Rules, 2014 ]

(Section 8 company can be incorporated as Public Company / Private Company whether Limited by shares or limited by Guarantee with share capital or without share capital)

Details required to initiate the process

Documents required to Prepare Draft

Prepare Drafts on the basis of details

 

Details required to initiate the process

  • Proposed NAME of Company (Check Name Availability)
  • Specify Main OBJECTS of the Company

(Prepare Main Object and Ancillary Object of the company )

  • Name of the DIRECTORS AND SHAREHOLDERS
  • SHAREHOLDING of shareholders
  • Name of Authorized Signatory
  • Proposed BANK name
  • REGISTERED OFFICE Details

   Documents required to Prepare Draft

For Directors & Shareholders

For Registered Office
  • Photo
  • Copy of Pan Card (Self Attested)
  • Copy of Aadhar Card (Self Attested)
  • Voter Identity Card/ Passport/Driving License (Self Attested) (Any one)
  • Bank Statement/ Electricity Bill/ Telephone Bill/Mobile Bill not more than 2 month older (Self Attested)
  • Personal Mail ID
  • Mobile Number
  • Educational Qualification
  • Duration of stay at present address

FOR PARMANENT ADD.

  • If Rented property:-
  1. RENT Agreement,
  2. Utility Bill (Electricity bill/telephone bill),
  3. Signed NOC, 
  4. Copy of Aadhar Card
  • If owned Property:-
  1. Utility Bill (Electricity bill/telephone bill),
  2. NOC

    FOR CORRESPONDENCE  ADD.

Signed NOC

 

Prepare Drafts on the basis of details

  • Consent form DIR-2 of Directors if already having DIN
  • Specimen signature for EPFO
  • Declaration under form INC 15 by all the directors
  • Declaration under Form INC 14 by the Chartered Accountant
  • Draft MOA and AOA (INC-13)
  • Estimated Income and Expenditure for the next 3 years.
  • Ground for making application
  • NOC for registered office
  • Rent Agreement (For Permanent Add. Of Rented Registered office )
  • Power of Attorney (In the name of Practicing Professional)

Filing of E-Forms for incorporation

  • SPICe  Part A (For Name Availability)
  • SPICe Part B
  • Agile Pro
  • SPICe INC-9 (If Limited By shares)

**We can apply for maximum Three DIN under SPICe Part B  web form

**For incorporation of Section 8 company Limited by Guarantee only difference in the process of incorporation is to add one clause of guarantee in AOA.

AFTER INCORPORATION COMPLIANCES

From the date of incorporation

In First Board Meeting

Compliance after First Board Meeting

 

Compliances to be made From the date of incorporation

 

Particulars

Time

Conduct a Board Meeting

Within 30 days

File INC-22 for registered office if permanent office address was not submitted at the time of incorporation

Within 30 days

First Auditor Appointment

Within 30 days

Issue Share certificate

        Within 60 days

 

File INC-20 A for commencement of business

 

        Within 180 days

Conduct First AGM

        Within 9 months

 

     Compliances to be made In First Board Meeting

  • Take note of COI To note the opening of current account in bank
  • Take note of the MOA and AOA
  • Take note of the Registered Office of the company
  • Adoption of the common seal of a company (not mandatory)
  • Allotment of shares to the subscribers of MOA.
  • To note the appointment of the first Directors of the Company.
  • To record the notices of disclosure of interest by the Directors. (MBP-1)
  • To consider the appointment of first auditor
  • To take note Letter Head of Company.
  • To maintain the statutory register and finalize letter head

       Compliance to be made after First Board Meeting

Particulars

Time

File ADT-1 for appointment of first Auditor

within 15 days (Optional)

 

File INC-22 for registered office

within 30 days (wherever required)

YEARLY COMPLIANCES IN SECTION 8 COMPANY

Compulsory compliances

Capital/Turnover based Compliances

 

Compulsory compliances

S. No.

Particular

Event time

E-form and time of filing

1.

Disclosures of interest by directors

Every Director of the Company in First Meeting of the Board of Director in each Financial Year shall disclose his interest in other entities.

And

Where any changes in the interest then in subsequent BM

Form MBP-1

2.

Board Meeting

At least 1 Meeting within every 6 Calendar months. i.e. only 2 times.

 

3.

Return of deposit

On or before 30th June

DPT-3

4.

Directors KYC

On or before 30th of September

DIR-3 KYC/WEB

5.

Subsequent AGM

Within a period of 6 month from the closing of financial year to finalize Balance Sheet along with Statement of Profit and Loss Account, Directors’ Report and Auditors’ Report.

 

File AOC-4 within 30 days of AGM

In OPC within 30 days of entry of ordinary resolution in Minute Book.

6.

Appointment of subsequent auditor

In AGM, Auditor will be appointed for 5 years

ADT-1 within 15 days of AGM

7.

Annual return

File its Annual Return within 60 days of holding of Annual General Meeting.

In case of OPC File its Annual Return within 60 days of entry of ordinary resolution in Minute Book.

MGT-7 A within 60 days of due date of AGM.

In case of OPC not required to hold AGM.

8.

MSME return

Two times (Half yearly return)

1. 30th April

2. 31st October

MSME-1

9.

Disclosure of significant beneficial owner

Company shall file BEN-2 within 30 days of receipt of BEN-1 from Share holder.

BEN-2

 

 

Capital/Turnover based Compliances

1. Common in Private company and Unlisted Public Company

2. Only in Unlisted Public Company

 

Common in Private company and Unlisted Public Company

 

Particulars

Private Company

 

Unlisted public company

1.

KMP

On Paid up share capital of Rs. 10 cr. or more

Same as Private

2.

Certification in MGT-8

On Paid up share capital of Rs. 10 cr. or more

or

Turnover of Rs. 50 cr. or above

Same as Private

3.

Secretarial audit

On company having outstanding loans or borrowings of Rs. 100 cr.  or more

On paid-up share capital of Rs. 50 cr. or more;

or

On  turnover of Rs. 250 cr. or more;

 or

On company having outstanding loans or borrowings of Rs. 100 cr.  or more

4.

XBRL Filing

Paid up capital Rs. 5 cr. or above

Or

Turnover of Rs. 100 cr. or above

Or

all companies which are required to prepare their financials in accordance with Companies (Indian Accounting Standards) Rules, 2015

Same as Private

5.

Internal auditor

Having turnover of Rs. 200 crore or more during the preceding FY

 or

Having outstanding loans or borrowings exceeding Rs. 100 crore or more at any point of time during the preceding FY

Having paid up share capital of Rs. 50 crore or more during the preceding FY

 or

Having turnover of Rs. 200 crore or more during the preceding FY

or

Having outstanding loans or borrowings exceeding Rs. 100 crore or more at any point of time during the preceding FY

 or

outstanding deposits of Rs. 25 crore rupees or more at any point of time during the preceding FY

6.

Tenure of Auditor

FOR UNLIMITED TERMS

 

1. Before notification dated 22nd June 2017

Paid up share capital <Rs. 20crores

and having public borrowings or public deposits <Rs.50 cr.

 

2. From notification dated 22nd June, 2017

 

Paid up share capital<Rs.50crores

and having public borrowings or public deposits<Rs. 50 cr.

 

FOR UNLIMITED TERMS

 

Unlisted public companies havingpaid up share capital of less thenrupees ten crore

and

also having public borrowings from financial institutions, banks or public deposits of less thenrupees fifty crores.

 

 

Auditor Firm not for more than 10 years

And

Individual auditor not for more than 5 years

1. Before notification dated 22nd June 2017

  1. Paid up share capital Rs. 20 crore or More
  2.  

having public borrowings or public deposits Rs. 50 cr. or More

 

2. From notification dated 22nd June, 2017

 

Paid up share capital Rs. 50 crore or More

       or

having public borrowings or public deposits Rs. 50 cr. or More

 

Auditor Firm not more than 10 years

And

Individual auditor not more than 5 years

 

 

All unlisted public companies having paid up share capital of rupees ten crore or more

or

having public borrowings from financial institutions, banks or public deposits of rupees fifty crores or more.

 

Only in Unlisted Public Company

1.

Audit committee

And

Nomination & remuneration committee

 

Paid up share capital of Rs. 10 cr. or more

 or

Having turnover of Rs. 100 cr. or more

or

the Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding Rs. 50 cr.

2.

Women director

(at least one woman director)

Paid up share capital of Rs. 100 cr. or more

 or

turnover of Rs. 300 cr. or more

 

Disclaimer:- The Contents of the document are solely for information purpose. It does not constitute professional advice or a formal recommendation. Due care has been taken in preparing this document, the existence of mistakes and omissions herein is not ruled out. Comments on misinterpretation and mistakes are wholeheartedly invited. comment

Leave a Comment