Incorporating a Sec 25 Company

Registration procedure

An application in form 1A is to be made to the Registrar of Companies along with a fee of Rs. 500/- Desired names for the organization in the order of preference are to be mentioned in the application form. Normally, the Registrar inform about the availability of the name within 7 days.

Once the name is approved by the Registrar, the Memorandum and Articles of Association are prepared. Companies registered under section 25 are exempted from payment of stamp duty in respect of their Articles of Association and Memorandum, vide. Articles 1o and 39 of the Bombay Stamp Act, 1958. Thereafter, an application to the Regional Director having offices at Mumbai / Calcutta / Kanpur / Chennai is to be made for issue of licence under section 25 of the Companies Act, 1956 (hereinafter referred to as ”˜the Act”™). The following documents are required to be submitted to the Regional Director for issue of licence required under section 25 of the Act.

i.        Draft of the Memorandum and Articles of Association. (in triplicate).
ii.        Details such as name, address, occupation of the promoters. (in triplicate).
iii.        List of companies, associations in which the promoters are directors or hold responsible position with the description of the position held.
iv.        List of the proposed members of the Board of Directors.
v.        Declaration signed by an Advocate / Chartered Accountant / Company Secretary on non-judicial stamp paper of appropriate value.
vi.        The proposed sources of income and the expenditures thereof.
vii.        A note on the proposed activities and also the past activities, if any.
viii.        A statement of the grounds for making an application under section 25. In this statement a reference to the relevant clause in the Memorandum of Association regarding the Vision and Mission of the proposed company should be made.
ix.        Declaration signed by all the promoters on non-judicial Stamp Paper of appropriate value.
x.        In case of an existing society applying for conversion into a section 25 company, audited statement of accounts and annual report of the society for the past two years (in triplicate) should be submitted.
xi.        A certified copy of the notice to be published in newspapers.

The application should accompanied by a draft of Rs. 500/- drawn in favour of “Pay and Accounts Officer, Department of Company Affairs”.

A copy of the application with all enclosures and papers should be sent to the concerned Registrar of Companies of the state in which the Registered office of the organization is situated.

Within one week of making an application to the Regional Director a notice is required to be published in one English newspaper and one vernacular newspaper of the local area in which the Registered Office is situated.

Grant of Licence and Certificate of incorporation

The Regional Director scrutinises the application received by him. The Registrar of Companies to whom a copy is sent, also forwards his recommendations to the Regional Director.

The Regional Director may ask for further clarification or explanation as he deems fit from the applicants as well as from the Registrar. Based on his scrutiny of application and recommendations received, he grants the licence on behalf of Central Govt.

The Government by issue of licence allow an association be registered as a company with limited liability for the members, without the addition to its name of the word “Limited” or the words “Private Limited”.

After receiving the licence / approval an application is to be made to the Registrar of Companies (ROC) along with following documents :
i.        Printed copy of the Memorandum and Articles of Association.
ii.        The licence granted by the Regional Director.
iii.        One copy of Form 1
iv.        One copy of Form 18
v.        Two copies of Form 32
vi.        The requisite amount of fees payable which is Rs. 50 plus Rs. 10 per document; i.e., Form1, Form 18, Form 32.

The Registrar of Companies after scrutinizing the requisite documents shall issue a Certificate of Incorporation.

Objects of the company

The main instrument of any section 25 company is the memorandum and articles of association, wherein the aims and objects and mode of management of the company are mentioned. The objects of such company include promotion of Commerce, Art, Religion, and Charity etc.

The objects clause can be changed only with the prior sanction of Central Government.

Robin