Tuesday, 14 October 2014

POST INCORPORATION WORKS--WORKS REQUIRE TO BE DONE IN THE FIRST BOARD MEETING OF COMPANY


              CALL BOARD MEETING OF COMPANY:
       [Within 30 days of Incorporation of company- Section- 173(1)]
Issue Notice of Meeting. (At least 7 days before the meeting- As per Section- 173(3), attach agenda of Meeting in Notice.
Call First Board Meeting within 30 days of Incorporation of Company. First Directors are named in the articles; they conduct the first board of Meeting.

HOLD BOARD MEETING:
Ensure that proper quorum is present. [1/3 of total strength of Directors or 2 directors, whichever is higher. Section- 174(1)]
Read out the Agenda of Meeting.
Business to be Transacted in First Board Meeting within thirty days of Incorporation
S. NO.
PARTIULAR

Elect the Chairman of Meeting.

To keep in Safe Custody Certificate of Incorporation.

Maintain copy of Incorporation Documents:
The company shall maintain and preserve at its registered office copies of all documents and information as originally filed on incorporation till the dissolution of the Company. [Section-7(4)]

Confirmation of appointment of first Director of Company.
The person whose name will be mentioned in Articles of Association will be First Director of Company, in case of absence of name in Article of Association, subscribers of Memorandum of Association will be first Director of Company.

Maintain a Registered Office
As per Section -12(1) company shall, on and from the 15 (fifteenth) day of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it.
Practically company should have registered office at the time of incorporation of company.

Appointment of First Auditor of Company.
As per Section- 139(6) - The First auditor of company shall be appointed by the Board of Directors within 30 (thirty) days from the date of registration of the company.

Issue Share Certificate to Subscribers of Memorandum.
As per Section- 56(4)(a) – Every company shall issue Share Certificatewithin a period of 2 (two) month from the date of incorporation

Adopt Letter Head of Company.
As per Section- 3(c) – on letter head of Company following things should be mentioned:
Name of Company.
The address of Registered Office of Company.
Corporate Identification Number.
Telephone No.
Fax No., if any
E-email ID, if any

Adopt and Affix Board outside the Registered office.
As per Section- 3(c) - on Board of Company following things should be mentioned:
Name of Company.
Registered office address of company.
Affix it outside of every office or place in which its business is carried on.

Adoption of Common Seal of Company.
As per Section- 3(b) – The Company have its name engraved in legible characters on its seal.

Authorize Director to maintain of Books and Registers.
Registers which required being maintained as per Companies Act-2013 given in my other article.(Series-18)

Authorize Director to maintain of Minute Books.
As per Section-118(1) – Every Company shall prepare minutes of every meeting with in 30 (Thirty) days of the conclusion of every such meeting.

Open Current Account of Company.
Company should open Bank account of Company before issue of shares. Because as per Section-11 director require to give declaration that company have received amount of shares from the subscribers.

Adopt rubber stamps.
Prepare two rubber stamps.
One round stamp in the name of company.
Second one in the name of Director.

Obtain Permanent Account Number (PAN) of Company.
As per Form No. 49A of Income Tax Act.

Obtain TAN No.

If Company in Service Industry- Apply for Service Tax Number.

If company is engage in transaction of Sale and Purchase- apply for Sales Tax Registration No.

Apply for Certificate of Commencement of Business.
Before commencing any business or exercising Borrowing Powers a declaration has to be filed by a director in e-Form No.21 and duly verified by a certifying Professional, with the Registrar that every subscriber to the memorandum has paid the value of the shares agreed to be taken by him and the paid-up share capital of the company is not less than five lakh rupees in case of a public company and not less than one lakh rupees in case of a private company on the date of making of this declaration

The ROC will issue certificate of Commencement of Business after filling of Form-21.

Suggestion- List of Stationary Items to get
Printed copy of Memorandum of Association and Article of Association.
Minutes Loose Leaf (100 pages) & Minutes Binder (optional).
Printed Share Certificates (Minimum 50 share certificates) (Optional).
Statutory Books and Registers which a company should maintain- List of registers are given in other Article (Series-18).



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