COMPANY FORMATION

Promotion - taking preliminary

steps and effective steps to
implement a business proposition
Incorporation - formation and
registration under CA 1956
Floatation -mobilization of
financial resources
COB - commencing business
including borrowing/ lending
1
 Promoter

• Not defined under CA 1956

• Defined in SEBI Takeover
Code
• Also in Clause 67 of Concept
Paper on New CA (same as
SEBI (Takeover) Code

2
 INCORPORATION

Pre-incorporation Company
Incorporated
(Corporate
Personality)

Promoters`Personal
liability `Novation of Contract`
by new Company
 

3
 Steps for Incorporation
• Name Approval by ROC (Validity 3
+ 3 months)
• Preparation of draft MOA and AOA
• Printing, Signature and stamping
thereof
• Power of Attorney
• Filing of prescribed documents
with ROC along with Registration
and Filing fees
4
 COI and COB
COI – Conclusive evidence
Commencement of Business [COB]
• Not required for Pvt. Ltd
• Public Ltd shall obtain COB from ROC
(even before borrowing)
• Filing of prescribed documents with
ROC for obtaining COB
o Declaration by Dir/CS/CSP
o Director`s Declaration re:
qualification shares, if any