Registration of a Partnership Firm in Delhi

Procedure for the Registration of a Partnership Firm in Delhi:

A partnership deed is a written agreement between two or more partners willing to undertake business jointly. It consist of all the terms & condition agreed by the respective partners i.e., their capital introduced, profit sharing ratio, kind of partners, about the nature of business, working of the firm, dissolution/liquidation of the firm & so on.

The registration of partnership is not compulsory under Indian Partnership Act. In India there are certain privileges which are allowed to those firms which are registered. Unregistered firms are prejudiced in certain matters in comparison to registered firms.

Procedure for Registration:

Image result for partnership firm registrationThe procedure for registration of a partnership firm in India is fairly simple and it is governed by Indian Partnership Act, 1932. An application and the prescribed fees are required to be submitted to the Registrar of Firms of the State in which the firm is situated. The following documents are also required to be submitted along with the application:

  1. Application for Registration of Partnership in Form No. 1
  2. Duly filled specimen of Affidavit
  3. Certified True Copy of the Partnership Deed
  4. Ownership proof of the principal place of business or rental/lease agreement thereof.
  5. Self attested copy of id & address proof of partners.

The application should contain the following information:

  1. The name of the firm.
  2. The principal place of business of the firm.
  3. The names and addresses of partners and the dates on which they joined the firm.
  4. If the firm is started for a particular period then that period should be mentioned.
  5. If the firm is started to achieve a specific object then it should also be given.

Signing of the Application:

The application or statement must be signed by all the partners, or by their agents especially authorised in this behalf. 

Certificate of Registration:

When the Registrar is satisfied with the points stated in the partnership deed, he or she shall record an entry of the statement in a register called the Register of Firms and issue a Certificate of Registration. The Register of Firms maintained at the office of the Registrar contains complete and up-to-date information about each registered firm.

I have also attached specimen of Form -1 and Affidavit with this article.

Entire process takes 21 working days time | Approx Fee Charged in Market – Rs 7500/-

Click here to download – AFFIDAVIT | FORM-1-REGISTRATION OF PERTNERSHIP

Word Format – Secretarial Audit Report (Listed Company)

‘Secretarial Audit’ has been introduced by recently enacted Companies Act, 2013.  It is a process to check compliance made by the Company under Corporate Law & other laws, rules, regulations, procedures etc. It is a mechanism to monitor compliance with the requirements of stated laws and processes. Periodical examination of work is necessary to point out errors & mistakes and to make a robust compliance mechanism system in an organization.

Every company needs to comply hundreds of Laws, rules, regulations. These laws are complex and non-compliances would attract major risk to company. Periodically inspecting the records of company gives exact information whether, and if so, to what extent Company has complied with the laws applicable to the Company.

As per section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following companies are required to obtain ‘Secretarial Audit Report’ form independent practicing company secretary;

  1. Every listed company
  1. Every public company having a paid-up share capital of Fifty Crore rupees or more; or
  1.  Every public company having a turnover of Two Hundred Fifty Crore rupees or more.
  • “Turnover” means the aggregate value of the realization of amount made from the sale, supply or distribution of goods or on account of services rendered, or both, by the company during a financial year. [Section 2(91)]
  • Secretarial Audit is also mandatory to a private company which is a subsidiary of a public company and which falls under the prescribed class of companies

Click here to download – WORD FORMAT – SECRETARIAL AUDIT REPORT

Word format of TM-A (Application for registration of a trademark)

FORM TM – A
The Trade Marks Act, 1999
Application for registration of a trademark

[The relevant information must be filled up in coloured box against the respective head]

1 NATURE OF THE APPLICATION:  
[(a) The applicant must choose either of the following categories-
1. Standard trademark, 2. Collective Mark, 3. Certification Mark, 4. Series Marks
Standard trademark here means an application for registration of a trademark not being a Collective or Certification trademark or Series of marks
(b) In case of Collective Mark or Certification Mark the draft regulations with form TM-M must be submitted.]
2 Whether application filed as

(Please choose and specify)

In case of startup/ Small Enterprise, requisite certificate should be provided.

 
  FEE:  
3 APPLICANT  
Name: *  
Trading as:  
Address:*  
  (State)                                         (Country)
[ This address should be the address of the applicant’s principal place of business in India]
Address for service:  
  (State)                                         (Country)
[(a) Unless otherwise specifically stated, the applicant’s address shall be the address for service of the applicant who has principal place of business in India.
(b) The address for service in India must be provided, in case the applicant does not carry business in India]
Mobile No.:  
E-mail address*:  
Nature of the applicant:  
[The applicant must choose either of the following categories-

1. Individual, 2. Partnership Firm, 3. Body-incorporate including Private Limited/limited Company, 4. Limited Liability Partnership,5. Society 6. Trust 7. Government Department 8. Statutory Organization. 9. Association of persons 10. Hindu Undivided Family

4 APPLICANT’S AGENT (if any):  
Name*:  
Address*:  
[In case of authorization of agent, the address of the agent may be

mentioned as the applicant’s address for service]

 
Mobile No.* :  
E-mail address*:  
Nature of the Agent:  
[The applicant must choose either of the following categories-
1. Registered Trade Marks Agent, 2. Advocate 3. Constituted Attorney]
Registration No.:  
5 TRADEMARK: (trademark to be mentioned here)
Category of mark:  
[The applicant must choose either of the following categories-
1. Word mark (it includes one or more words, letters, numerals or anything written in standard character),

2. Device mark (it includes any label, sticker, monogram, logo or any geometrical figure other than word mark),

3. Colour (when the distinctiveness is claimed in the combination of colours with or without device),

4. Three dimensional trademark (it includes shape or packaging of goods),

5. Sound

Description of the mark:  
[(a) Description of mark must be provided in terms of Rule 26.
(b) In case of trademarks submitted in specific combination of colours other than black and white, it shall be presumed that the distinctiveness of the mark is claimed in that combination of colours and application will be considered accordingly.
(c) In case of colour marks the description may be like “The trade mark consists of three vertical stripes in the colours PURPLE, GREEN and YELLOW applied to the fascias of buildings and to doors as shown in the representation of the mark.”
(d) In case of sound marks representation of specific musical notes must be submitted at the place provided for the trademark. The applicant is also required to submit sound clipping in MP3]
6 IF MARK IN A LANGUAGE OTHER THAN HINDI OR ENGLISH:  
Language:  
Transliteration of the mark in roman script:  
[Transliteration of the mark in roman script must be provided in case the mark is in a language other than Hindi or English
Translation of the mark in English:  
[Translation of the mark in English must be provided in case the mark is in a language other than Hindi or English
7 Conditions or Limitations to use the trademark, if any  
8 CLASS OF GOODS OR SERVICE: DESCRIPTION OF GOODS AND SERVICE:
   
9 STATEMENT AS TO USE OF MARK: [ ] Proposed to be used
  [ ] The mark is used by the applicant or its

predecessor in title Since…………………………………. in respect of all the goods and/or service mentioned in the application.

[(a) The applicant must select either of the above
(b) The date of use must be given in the format (DD/MM/YYYY) and shall refer to all items mentioned in the application.
(c) In case the use of the Trade Mark is claimed prior to the date of application, the applicant shall file an affidavit testifying to such use along with supporting documents
(d ) The statement as to use of the mark once made shall be final]
10 PRIORITY CLAIM, IF ANY:  
Priority claimed since  
Priority claim based on application filed in the Convention Country or

organization

Name of the country or organization
Priority Application No.  
[The priority must be claimed in respect of all goods and services mentioned in the application]  
11 ANY OTHER IMPORTANT INFORMATION OR STATEMENT:  
[Applicant may provide here any other information or statement in relation to his application]
12 VERIFICATION: I hereby verify that above mentioned facts are true and correct to best of my knowledge and belief.
13 DETAIL OF THE PERSON SUBMITTING THE APPLICATION:  
Signature:  
Name:  
Authority:

Click Here 2 Download Word Format of FORM-TM-A

 

 

Word Format Indemnity Bond – PAN

Indemnity Bond – PAN

I, _____________________, R/o____________________, do hereby solemnly affirm and declare as under:

  • My PAN is:
  • I am regularly assessed in your ward/jurisdiction with PAN: ___________________.
  • I have only one PAN i.e ________________ which is used for last many years for filing my income tax returns.
  • I do not have any other PAN with me, if any allotted in your records, kindly deactivate the same.
  • I undertake to indemnify the income Tax Department for any loss that may be caused in the future.
  • Kindly activate my PAN: ___________________.

That the above statements are true to the best of my knowledge and belief.

(Deponent)

VERIFICATION

     Verified at New Delhi on this ________________ day of February, 2017, that the contents of the above affidavit are true and correct to the best of my knowledge and belief. No part of it is false and nothing material has been concealed therefrom.

                                                (Deponent)

Click here to download Indemnity Bond Format

RIGHT ISSUE AS PER SECTION 62 (1) A OF THE COMPANIES ACT, 2013

aaeaaqaaaaaaaazpaaaajdy4mjiyode0ltc2mtctndbjoc1imdi1lwq0odk0m2y0mtuwygAs per Section 62(1)(a) of the Companies Act, 2013, if the Company decides to issue Right shares, these should be offered to existing shareholders in proportion to their existing share holding. Companies pursue Rights Issue as an avenue to raise funds for various reasons, ranging from expansion or acquisitions to paying down debts.

Applicability

Provisions of Section 62 of the Companies Act, 2013 are mandatory for all Private companies, Public companies and listed as well as unlisted companies.

PROCEDURE FOR ALLOTMENT OF SHARES ON RIGHT ISSUE BASIS:

  1. Issue notice in writing to every Director at least seven days’ before convening the Board meeting. [Sec 173 (3)]
  2. Convene a board meeting and pass board resolution for approving Letter of offer; it must be keep in mind that letter of offer shall include Right of Renunciation also. Also authorize a Director of a company to issue “Letter of offer”.
  3. Dispatch Letter of offer through registered post or speed post or through electronic mode to all the existing shareholders at least three days before the opening of the issue.
  4. Receive acceptance, renunciation, rejection of rights from shareholders.
  5. Once Company received money from all the allottees, then it is required to allot shares within 60 days of receipt of application money.
  6. Issue notice in writing to every Director at least seven days’ before convening the Board meeting. [Sec 173 (3)]
  7. Convene a Board Meeting and present a list of allottees before the meeting and pass the resolution.
  8. File PAS -3 within 30 days from the allotment of shares.

    Attachment of PAS-3 are- (a) List of Allottees (b) CTC of Board Resolution for Allotment of Shares

  1. File MGT 14 for issue of securities.
  2. Issue share certificates within 2 months from the date of allotment of shares.

 Note. Sample of Board Resolution and List of Allottees are also attached to this articles, blogger can also get help of that.

Click here to download word format of List of Allottees

Click here to download word format of Board Resolution

 

Company Closer Through Fast Track Exit Process

What is Fast Track Exit (FTE)?

fast-track-signFast Track Exit (FTE) is one of the quick ways to shut down a company, when it is non-operational over a period of time. In its place, under the Companies Act, 2013 has brought in a process called Removal of Names of Companies from Register (Section 248 of Companies Act, 2013), with effect from 26 December 2016.

On 26 December 2016, Ministry of Corporate Affairs (MCA) issued a Notification notifying Section 248, 249, 250, 251 and 252 of Companies Act, 2013 (Chapter XVIII). This chapter deals with Removal of Names of Companies from Register of Companies.

A company can apply for a shut down under the new process when:

  1. A company has failed commence business within one year of incorporation,
  2. The subscribers to MOA have not paid the subscription amount within 180 days and no declaration filed to this effect,
  3. Not carrying any business or operation for a period of two years (earlier it was one year) and has not sought to call itself a dormant company,
  4. When a company voluntarily wants to shutdown, it can, after clearing all its liabilities, by obtaining consent of at-least 75% of shareholders in terms of paid-up capital.

shutterstock_296968973Which type of Companies are not covered under FTE mode-

  1. listed companies,
  2. companies that have been delisted due to non-compliance of listing regulations or listing agreement or any other statutory laws;
  3. vanishing companies;
  4. companies where inspection or investigation is ordered and being carried out or actions on such order are yet to be taken up or were completed but prosecutions arising out of such inspection or investigation  are pending in the Court;
  5. companies where notices under section 234 of the Companies Act, 1956 (1 of 1956) or section 206 or section 207 of the Act have been issued by the Registrar or Inspector and reply thereto is pending or report under section 208 has not yet been submitted or follow up of instructions on report under section 208 is pending or where any prosecution arising out of such inquiry or scrutiny, if any, is pending with the Court;
  6. companies against which any prosecution for an offence is pending in any court;
  7. companies whose application for compounding is pending before the competent authority for compounding the offences committed by the  company or any of its officers in default;
  8. companies, which have accepted public deposits which are either outstanding or the company is in default in repayment of the same.
  9. companies having charges which are pending for satisfaction; and
  10. companies registered under section 25 of the Companies Act, 1956 or section 8 of CA, 2013.

company-shut-downApplication for removal of name of Company

  1. An application for removal of name of the company under sub-section (2) of section 248 shall be made in Form STK-2 along with the fee of INR 5000. along with an Indemnity Bond from directors, Statement of Accounts certified by a chartered accountant, Affidavit from directors, Shareholders special resolution signed by every director, a statement that there are no pending litigations involving the company.
  2. The registrar on receipt of application shall examine the same and if application found in order, it shall intimate to all the directors at the address on record.
  3. ROC will further intimate and seek objections if any, from income tax, central excise, service tax authorities. There is a time line of 30 days within which such authorities has to respond and if no response is received, then it is presumed that such authorities do not have any objection.
  4. Based on the company’s business, such as NBFC, insurance, housing finance, collective investment schemes, asset management companies, then ROC requires a no-objection certificate from the applicable regulatory bodies.

The attachments to Form STK-2 are as follows:-

The application in Form STK 2 shall be accompanied by –

  1. Indemnity bond duly notarised by every director in Form STK 3;
  2. a statement of accounts containing assets and liabilities of the company made up to a day, not more than  thirty days before the date of application and certified by a Chartered Accountant;
  3. An affidavit in Form STK 4 by every director of the company;
  4. a copy of the special resolution duly certified by each of the directors of the company or consent of seventy five per cent  of the members of the company in terms of paid up share capital as on the date of application;
  5. a statement regarding pending litigations, if any, involving the company.

Dissolution of the Company:

The notice of striking off the name of the company from the register of companies and its dissolution to be published in the Official Gazette in Form STK 7 and the same shall also be placed on the official website of the Ministry of Corporate Affairs by the ROC

Note. Sample of Form STK-2 and STK-3 are also attached to this articles, blogger can also get help of that.

 Click here to download STK – 3 | Click here to download form STK -2

 

Registration of Nidhi Company

Registration of Nidhi Company and its Pre and Post Requirements

Nidhi Company, is one that belongs to the non-banking Indian Finance sector and is recognized under section 406 of the Companies Act, 2013. Their core business is borrowing and lending money only between their members. Nidhi Companies were existed even prior to the existence of companies Act 1913. The basic concept of Nidhi is “Principle of Mutuality” (“Paraspara Sahayata”). Thus Nidhis function for the common benefit advantage of all their Members/Share holders.

Displaying incorporation.jpgIf you are thinking of incorporating a Nidhi Company, then you must look into the general restrictions on Nidhi Company as stated in Nidhi Rules, 2014. Nidhi Company is one of the categories of Non Banking Financial Company (NBFC) which does not require any approval from the Reserve Bank of India (RBI). It is bounded by the Nidhi Rules, 2014.

What is Nidhi Company??

Nidhi Company is a company registered under the Companies Act, 2013, which has a sole objective of cultivating the habit of thrift and savings amongst its members. Nidhi companies are allowed to take deposit from its members and lend to its members only. Therefore, the funds contributed for a Nidhi company are only from its members (shareholders) and used only by the shareholders of the Nidhi Company.

Nidhi Company is a class of NBFCs and RBI is empowered to issue directions to them in matters relating to their deposit acceptance activities. However, in recognition of the fact that these Nidhis deal with their shareholder-members only, RBI has exempted the notified Nidhis from the core provisions of the RBI Act and other directions applicable to NBFCs. Therefore, Nidhi Company is an ideal entity to take deposit from and lend to a specific group of people.

Law Governing to Nidhi Company

Nidhi Company is governed by Nidhi Rules, 2014. Nidhi companies are incorporated in the nature of Limited company and hence, they have to comply with two set of norms, one of Public limited company as per Companies Act, 2013 and another is for Nidhi Rules, 2014. Displaying nidhi-company-by-legalraasta-com.jpg

Is RBI approval necessary to register a Nidhi Company?

No RBI approval is necessary to register the Nidhi Company. RBI has specifically exempted this category of NBFC in India to comply with its core provisions such as registration with RBI etc.

What is the requirement for registration of Nidhi Company?

If we talk about the requirements of the registration of the Nidhi Company then there are two sets of requirements for registration of Nidhi Company, which we are going to discuss.

Requirements before registration of Nidhi Company

Nidhi Company is incorporated in the nature of Public Limited Company. Hence, all requirements for the Public limited company will be applicable. There is also a myth in the industry that a Nidhi Limited Company is first incorporated as a Public Limited company, and then registration of Nidhi is initiated.

However, the above statement does not hold truth. Nidhi Company is registered from the beginning as a Nidhi limited. There is no separate approval process except further compliance.

Here is the list of requirements for a Nidhi limited company:

  1. Minimum Seven Members: Nidhi Company can be started with seven members. Out of which 3 are also to be appointed as directors including a female director. These members can be your relatives.

Also, there is no educational qualification required for any of any member.

  1. Documents Required: Documents required can be further classified into two subheads: Documents of Members and Registered Office.

Documents required for Members are as under:

  • PAN Card
  • Identity Proof – (Voter ID, Passport, Aadhaar Card, DL etc)
  • Current Address Proof – (Bank Statement/Passbook, Electricity Bill, Telephone Bill, Mobile Bill – Any One (Should not be older than two months)
  • Passport Size Photograph

 Documents required for Registered Office are as under:

  • If premises are on rent: Rent Agreement + Utility bill + Signed NOC
  • If Premises are owned: Ownership Proof + Utility Bill + Signed NOC

Electricity bill, Gas bill, Telephone Bill, Water Bill is served as utility bill for registered office.

  1. No Minimum Capital Requirement: This requirement has been officially waived off by the Ministry of Corporate Affairs (MCA). Earlier, it was used to be INR 5 lakh, but now you can register Nidhi Company with any amount of capital of your choice.

However, we recommend you to start the company with INR 10 lakh, because of Rule 5 of Nidhi Rules, 2014, which mandates you to have INR 10 lakh owned fund invested into the . So, it is recommended to start the Nidhi Company with INR 10 lakh capital.

The Requirement after incorporation: 

The things after incorporation are known as post compliance. Unlike other companies, Nidhi Companies compliances are complicated and very important. You just cannot afford to miss those. Here are the lists of requirement that you need to be complied with:

  1. a) Nidhi limited should have at least two hundred members to avoid being in default with Rule 5 of Nidhi Rules, 2014.
  2. b) Net Owned Funds (capital invested) should not be less than ten lakh.
  3. c) Ratio of Net owned funds to deposits should not be more than 1:20. In other words, if you have total Net owned Funds of INR 10 lakh then Nidhi Company can accept maximum deposits upto INR 2 crore.

What if a Nidhi Company cannot reach the member size of 200 within a year? In that case, Company will have to apply for extension with the Regional Director of the company in the Form NDH – 1.

Conclusion

There are still many points in Nidhi Rules, 2014 which will affect your business. But, since it is only an article, we cannot write everything into one article. Hence, would always recommend you to consult to a professional before you proceed for Nidhi Company registration.