A Company in common parlance, means a  group of persons  associated  together  for  the purpose of

common end, social and economic. It has a perpetual succession and a common seal. It is a separate

legal entity. It is an artificial person and it can sue and can be sued.

 

A company  can  be  registered  only  by  giving  an  application to  the   Registrar of  Companies by the

promoter who shall after scrutinizing the documents filed , and on being satisfied that they are in order

and  that  the  requisite  fees has been paid and  all other legal requirements have been duly complied

with, shall issue a certificate under his hand.

 

Procedure of Registration

 

   An application has to be filed for availability of name at the respective office

   of the Registrar of Companies.

   Under Section 20 of the Companies Act a company cannot be registered by a name, which in the

   opinion of the Central Government is undesirable.

 

  The following documents, duly stamped together, shall be produced before the Registrar with the

  necessary fees:

·         The Memorandum of Association signed by the applicant.

 

·         The Articles of Association, if any, signed by the applicant to the name of association (A Public

                                 company limited by share need not have its own Articles of Association.

 

·         The Agreement, if any, which company proposed to any individual entering as a managing or

                                whole time director or manager.

·         A list of the director who have agreed to become the first director of company.

 

·         A declaration stated that all the requirements of the company and other formalities of

                                registration have been complied with.

 

   Such declaration shall be signed by any of the following persons:

 

·         An Advocate of the Supreme Court or High Court, or

 

·         An Attorney or Pleader entitled to appear before the High Court.

 

·         A Secretary or Chartered Accountant in whole time practice in India, who is engaged in the

                                formation of the Company, or

 

·         A person named in the articles as a Director, Manager or Secretary of the company.

 

 

  After  that  within  30 days of  the  date  of  Incorporation  of  the  Company  a  notice  of the situation of the

  registered office of the Company shall be given to the Registrar who shall record the same (Section 146).

 

 

 Incorporation of the Company

 

If  the Registrar  of  the Company is satisfied with the  completion  of  statutory requirements , he retains

and registers the Memorandum, Articles and other documents filed with him and issues a Certificate of

Incorporation, i.e. of the formation of the Company.

 

If there is a minor defect in the document the Registrar may ask for its ratification, and in case of major

defect it may reject the document altogether.

 

 

 Conclusiveness of Certificate of Incorporation

 

According  to  Section  35  of  the  Act , the Certificate of  Incorporation given  by  the Registrar  in

respect of any association shall be conclusive evidence that all the requirements of the Act have

been  complied  with  in  respect  of  registration  and  matters  precedent and  incidental thereto,

and  that  the association is  a Company  authorized  to be registered  and duly  registered under

this Act.

 

 

 Filing of the Annual Return

 

Under Section 159, an Annual Return containing particulars specified in Schedule V has to be

filed with the Registrar of Companies and this provision applies to all companies having share

capital  whether  public  or  private.  Even a  defunct company  must  file this return till it is struck

off.