New Company Registration in Tamil Nadu

New Company Registration is the basic step, which will define the structure of a business and make it an entity enjoying legal acceptability. This way, the business can begin its operations in India & across the globe.

We offer new company registration, new company formation, limited company registration, online company registration, foreign company registration services in Tamil Nadu. Our aim is to improve international understanding about new company registration process, which is provided by us to register new companies in India & across the globe. We also value your time and money therefore considering this, we offer you relevant and required information about new company registration to achieve your business objectives and goals.
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New Company Registration in Tamil Nadu

New Company Registration is the basic step, which will define the structure of a business and make it an entity enjoying legal acceptability. This way, the business can begin its operations in India & across the globe.

We offer new company registration, new company formation, limited company registration, online company registration, foreign company registration services in Tamil Nadu. Our aim is to improve international understanding about new company registration process, which is provided by us to register new companies in India & across the globe. We also value your time and money therefore considering this, we offer you relevant and required information about new company registration to achieve your business objectives and goals.

IEC Export Code

The IEC Code (Import Export Code Number) is a unique 10 digit code essentially needed by the exporter and importer for the purpose of import and export in India. No exporter or importer is permitted to carry out any type of trade activity without this IEC Code Number. Compulsory Documents for the application for obtaining the IEC Code, sent to the Joint Director General- Foreign Trade include the following:

1. Application in Duplicate (Aayaat Niryaat Form).
2. Copy of Tax ID Allotment. This document has to be produced in original at the time of submission of the application form.
3. Two photo's of the Director preferring the application certified by the Banker's along with Name and Designation of the Banker verifying the photograph and the official stamp of the bank, should be affixed on to the application form.
4. Bank's Certificate regarding satisfactory account maintenance. It should include the Signatures, Name, and Designation of the Banker issuing the certificate, together with the official stamp of the bank.
5. Fee of INR 1000.
6. Attested copies of the Memorandum of Association & Articles of Association of the Company in Duplicate.
7. Authority Letter with photograph and the signatures of the person authorized to submit the application, which is to be attested by the director authorized by the company to file the application for IEC Code No.
8. Certified true copy of a board resolution authorizing the referred person to sign the application on behalf of the company, and the signatures of the person authorized should also be there on the Board resolution, along with the signatures of the person certifying the board resolution.
9. List of Directors along with a copy of passport.
10. One Self Addressed Envelope.
11. Address Proof of the registered office of the company, and in case the company has a number of units then address proof of all the units.

VAT Registration

Value added tax (VAT), is a sales tax levied on the sale of services and goods. VAT is an indirect tax, which is collected from someone other than the person who actually bears the cost of the tax. Personal end-consumers of s services and products cannot recover VAT on purchases, but businesses are able to recover VAT where they use the supplies that they receive that bear VAT to make further supplies that also bear VAT. VAT registration is essential depending on your sales turn over and other business parameters. Along with VAT registration, we look after registration with excise and customs also. VAT registration and VAT returns submissions are also carried out through our panel of experienced tax experts.

MANDATORY REGISTRATION


Who must apply for registration?

Every dealer is required to apply for registration, if: -

The dealer's turnover in the year preceding the commencement of this Act exceeded the taxable quantum; or
the dealer's turnover in the current year exceeds the taxable quantum; or
Regardless of the taxable quantum, the following dealers must apply for registration, if :-
You make any interstate sale; or
You make interstate purchases for resale in Delhi.

HOW TO CALCULATE MY TAXABLE TURNOVER?
Taxable turnover is the aggregate total of sale prices of all taxable goods including goods taxable at zero rate. Sale price of goods and transactions exempted and VAT charged on taxable sales do not form part of Taxable Turnover. "Taxable quantum" of a dealer is five lakh rupees, or such other amount as may be specified by the Government by notification in the official Gazette.

a dealer who imports for sale any goods into Delhi, the taxable quantum shall be "Nil" or such other amount as may be specified by the Government by notification in the official Gazette.
The taxable quantum of a dealer shall not include turnover from:-
Sales of capital assets;
sales made in the course of winding up the dealer's activities; and
sales made as part of the permanent diminution of the dealer's activities.
In case of dealers involved in execution of works contracts, the taxable quantum shall be calculated with reference to the total contract amount received.  you deal entirely in exempt goods, you are not required to apply for registration under DVAT.  In which capacity you register yourself.

It is the person, NOT the enterprise, who is registered for VAT. The person is only registered once for all enterprises/branches/divisions carried on unless permission is granted to register them separately.

The term dealer includes :-

Sole proprietor (individual)
Partnership
Hindu undivided family
Club, Society or Association
Incorporated/unincorporated body of persons
Corporation / company
Association not for gain
Welfare organization / trust
Local authority and certain public authorities

WHEN CAN I REGISTER FOR VAT ON A VOLUNTARY BASIS?

In addition to the regular registration, the Act allows a person to take voluntary registration for VAT. You can register yourself under VAT voluntarily i.e. even if you are not liable to register under VAT Laws. You will have to charge VAT on all your taxable sales and keep all the records, which all taxpayers must keep. You will be allowed to reclaim input VAT on your purchases and expenses. You will need to think carefully about the advantages and disadvantages of being registered.

You may apply for voluntary registration even though the value of taxable supplies in the course or furtherance of your enterprise is below the limit of threshold per annum. It may be in your interest to register if you make supplies of goods or services mainly to other vendors. Before applying for voluntary registration you should, however, consider the obligations/implications of registration. You may, however,
a) Claim a credit for input tax
b) Issue tax invoices to customers who are vendors.
Registration is not available to persons who make only exempt supplies.

WHAT FACTORS DO I HAVE TO CONSIDER IN DECIDING WHETHER TO APPLY FOR VOLUNTARY VAT REGISTRATION?

In considering whether you should register voluntarily for VAT, you should ask yourself these questions:
Do I make taxable sales to other VAT dealers?If you are not registered for VAT you cannot issue tax invoices on which your customer (VAT dealer) can claim credit for the tax. Your customer will therefore have to charge a higher price for his sales if he cannot claim a credit for the VAT. In this case he might choose to trade with another VAT dealer and you would lose business.

Do I trade, primarily with non-VAT dealers/consumers?In this case, it is likely to be in your interest not to register for VAT.

What are the obligations of VAT registration?
Once registered, you will have to account for output tax that is attributable to your taxable sales. You will also have to submit VAT returns monthly to the Commercial Taxes Department and keep proper books of accounts.

If you decide to register voluntarily, the Law requires that you must remain registered for VAT for a period of 24 months regardless of your taxable turnover.

Is my input tax credit likely to exceed the tax on the sales I make?
In this case you will benefit from VAT registration.

When do I start to charge VAT?

You should start keeping VAT records and charging VAT to your customers from the date notified to you by the Commercial Taxes Department. This will be the date shown as the effective date of your registration on your Certificate of Registration. You will have to account for VAT from that date.

What are my obligations as a VAT registered taxpayer?Display your certificate of registration.
Charge VAT on all taxable transactions from the date of registration.

Issue tax invoices.
Keep accurate and up to date books and records and make it available for inspection by VAT auditors.
Submit a declaration to the local VAT office each month.Pay the tax due each month.

VAT REGISTRATION PROCEDURE

A dealer who is required to apply for registration shall make an application for registration to the Commissioner in Form DVAT-04 within a period of thirty days from the date of his becoming liable to pay tax under the Act and shall pay the filing fee as prescribed in Annexure 1 to the VAT rules.

DOCUMENTS REQUIRED FOR VAT REGISTRATION

The application for registration is to be accompanied by the following:

1) Deposit receipt of prescribed amount towards fees for registration. Such deposit receipt is to be obtained from the appropriate treasury after payment of the fee amount.
2) Copy of the constitution document e.g. Partnership deed for a partnership firm, Memorandum and Articles of Association for a company.
3) Board Resolution authorizing the signatory to sign the application in case of company.
4) Proof of identification of the authorized signatory e.g. voter identity card, passport, driving license.
5) Proof of principal place of business e.g. rent receipt, lease agreement, electricity bill.

Who is required to sign the application for registration?

The Application for registration is required to be verified and signed by an authorized signatory. An authorized signatory for different categories of persons is:

Proprietor, in case of proprietorship concern
Managing partner, in case of partnership firm and where there is no managing partner, by any of the partners.
Managing Director or authorized signatory, in case of a company.
Karta, in case of Hindu Undivided Family and authorized signatory.
For detail information on VAT registration in various States and required form please visit:             WWW.ALLINDIANTAXES.COM/VAT.PHP

ANNUAL FILING IN ROC

As a part of Annual Filing, companies incorporated in India - including subsidiaries of foreign companies, joint venture companies and others, under the Companies Act, 1956 are required to file the following documents for annual filing along with the e-Forms with the Registrar of Companies (RoC) with proper jurisdiction over the company:


Balance-Sheet in Form 23AC to be filed by all companies
Profit & Loss Account in Form 23ACA to be filed by all companies
Annual Return in Form 20B to be filed by companies having share capital
Annual Return in Form 21A to be filed by companies without share capital
Compliance Certificate Form 66 to be filed by companies with paid up capital between Rs. 10 lakh to Rs. 2 crore


Important Points to Remember


The Balance Sheet and the Profit & Loss Accounts are to be filed as two separate documents with different e-forms.
Each e-Form along with the relevant attachment should be less than 2.5 MB.
The Annual Return, the Balance Sheet and the Profit & Loss Account are filed as attachments to the respective e-Forms. So far, the users have been filing the attachments as scanned images of those documents. Please note that a scanned copy considerably increases the size of the document. As such, you are advised to use the Text file/ Excel sheets as such, convert the same into PDF by using the PDF converter and upload these attachments as PDF documents.
The MCA21 database in respect of Authorized Capital and Paid-up Capital may not be correct. The companies have been requested to apply for correction of Master Data in this respect. Since this process is taking time, the Ministry will be accepting the Authorised Capital and Paid-up Capital figures as declared by the companies in the respective forms pertaining to Annual Filings. Accordingly, the companies are requested to declare the correct amount on these points without waiting for formal correction in the database.

How to do the Annual Returns Filing
The companies can do Annual e-Filing in three different ways:

Efiling Through MCA Portal

The company representative can upload the e-Forms from the MCA21 portal through the ‘Annual Filing Process’ link (after registering oneself as a user of the portal) at his convenience from his office/ home. This is the most convenient way for e-Filing.

Efiling Through Facilitation Centres

The company representative can prepare the e-Form following the guidelines, copy them in a CD and go to the nearest Temporary Facilitation Offices (to be opened at Delhi, Mumbai, Kolkata, Chennai, Hyderabad, Bangalore, Ahmadabad, Pune, Kanpur and Jallandhar ) opened for the purpose of accepting Annual Filings e-Forms. During the normal days, the TFO staff will help the company representative to upload the form and generate a Challan. During last 10 days of Oct and Nov. CDs will be collected and an acknowledgment given. The files will be uploaded into the system subsequently and the company will have to download the challan from the link provided at the Annual Filing Corner of the portal after two working days of the submission. At Other locations where TFO’s/Collection Centre are not being opened, the eForms will be accepted at the existing Registrar’s Front Offices (RFO).

E-Filing through Certified Filing Centers (CFC's)

The company representative can also contact any of the Certified Filing Centers (CFCs) for the Annual Filing of e-Forms by paying the service charges to the CFCs. The details about the CFCs are available under the ‘CFC Corner’ on the MCA21 Portal.

Effects of Registration / Incorporation of a Company

When a company is registered and a Certificate of Incorporation is issued by the Registrar, it shall have the following effects :

The company shall become s Separate Legal Entity from the date mentioned on the Certificate of Incorporation, which is considered as date of birth of the company.

The Company acquires Perpetual Succession. The members may come, members may go, but it goes for ever.

The company becomes the owner of its property and the Promoters of Shareholders have the right to share in the profits of the company.

The company can sue and can be sued in its own name.

Distinction Between A Public Company And a Private Company

1. Minimum Paid-up Capital : A company to be Incorporated as a Private Company must have a minimum paid-up capital of Rs. 1,00,000, whereas a Public Company must have a minimum paid-up capital of Rs. 5,00,000.

2. Minimum number of members : Minimum number of members required to form a private company is 2, whereas a Public Company requires atleast 7 members.

3. Maximum number of members : Maximum number of members in a Private Company is restricted to 50, there is no restriction of maximum number of members in a Public Company.

4. Transerferability of shares : There is complete restriction on the transferability of the shares of a Private Company through its Articles of Association , whereas there is no restriction on the transferability of the shares of a Public company

5 .Issue of Prospectus : A Private Company is prohibited from inviting the public for subscription of its shares, i.e. a Private Company cannot issue Prospectus, whereas a Public Company is free to invite public for subscription i.e., a Public Company can issue a Prospectus.

6. Number of Directors : A Private Company may have 2 directors to manage the affairs of the company, whereas a Public Company must have atleast 3 directors.

7. Consent of the directors : There is no need to give the consent by the directors of a Private Company, whereas the Directors of a Public Company must have file with the Registrar a consent to act as Director of the company.

8. Qualification shares : The Directors of a Private Company need not sign an undertaking to acquire the qualification shares, whereas the Directors of a Public Company are required to sign an undertaking to acquire the qualification shares of the public Company .


9. Commencement of Business : A Private Company can commence its business immediately after its incorporation, whereas a Private Company cannot start its business until a Certificate to commencement of business is issued to it.

10. Shares Warrants : A Private Company cannot issue Share Warrants against its fully paid shares, Whereas a Private Company can issue Share Warrants against its fully paid up shares.

11. Further issue of shares : A Private Company need not offer the further issue of shares to its existing share – holders, whereas a Public Company has to offer the further issue of shares to its existing share – holders as right shares. Further issue of shares can only be offer to the general public with the approval of the existing share – holders in the general meeting of the share – holders only.

12. Statutory meeting : A Private Company has no obligation to call the Statutory Meeting of the member, whereas of Public Company must call its statutory Meeting and file Statutory Report with the Register of Companies.

13. Quorum : The quorum in the case of a Private Company is TWO members present personally, whereas in the case of a Public Company FIVE members must be present personally to constitute quorum. However, the Articles of Association may provide and number of members more than the required under the Act.

14. Managerial remuneration : Total managerial remuneration in the case of a Public Company cannot exceed 11% of the net profits, and in case of inadequate profits a maximum of Rs. 87,500 can be paid. Whereas these restrictions do not apply on a Private Company.

15. Special privileges : A Private Company enjoys some special privileges, which are not available to a Public Company.

Information Required for Name Approval

The following information is required for seeking name approval.
1. Name of the applicant which should be one of the promoters
2. Address of the applicant - this is where all communication will be sent by Registrar of
Companies (ROC)
3. Proposed name of the company
4. Alternative names
5. Significance of the first word of the proposed name. This makes it easier to get a desired
name.
6. Names of the proposed first directors – minimum 2 in the case of a private company and
3 in the case of a public company
7. Addresses, dates of birth, father’s/husband’s names of the proposed directors
8. Authorised Share Capital – minimum INR 100000 in the case of a private limited and
INR 500000 in the case of a public company
9. Objects of the company in brief.
10. Address of Registered office of the proposed company. If a place is not finalized, this
information can be given at the time of incorporation.
11. Application fee for approval of name of INR 500 has to be remitted in cash.

Memorandum & Articles of Association – Facts to Remember

The following are some critical facts to remember in executing M&A of A.
1. The promoters in their own handwriting have to give the following details in the Memorandum
and Articles of association of the company:
· Name
· Occupation
· Father’s/husband’s name
· Complete Address
· Number of Shares subscribed
The Memorandum and Articles have to be signed by all the promoters and witnessed.
The person/s witnessing has/have to give the following details in their own handwriting:
· Name
· Occupation
· Father’s/husband’s name
· Complete Address
Signing outside India
In case the Memorandum and Articles is to be signed by any of the promoters out side India, then
the signing should be done in the presence of Consul of India at the Indian Consulate.
Share Capital
The minimum authorised share capital for incorporating a Private Limited company is
INR 100,000.
The minimum authorised share capital for incorporating a Public Limited company is
INR 500,000.
Number of Promoters
For incorporating a Private Limited Company a minimum of two promoters are required.
For incorporating a Public Limited Company a minimum of seven promoters are required.

How to get Name Availability

Company law requires that the name of each company should be unique. As such, the proposed
name of the company to be formed has to be approved by the Registrar of Companies and
blocked till registration. The following is the process to get availability of name.
1. Promoters have to file an application in Form 1A giving the following particulars:
· Names and addresses of promoters
· Proposed name of the company
· Alternative names of the proposed company. This is required if the proposed name is
not available.
· Type of company - Private or Public
· Brief objects of the company
· Proposed Directors and their addresses
· Proposed address of the company
· Authorised Share Capital (Authorised capital is the one upto which company can
issue shares. The paid up capital can be lower than this).
· Details of Group companies, if any
· Details of fees paid for name availability
· Note about significance of the proposed name. This is because regulations have some
criteria based on which names are to be allowed.
2. A fee of INR 500 is to be paid along with the application.
3. Typically it takes 4 working days for the ROC to confirm availability of name/s. There
may happen iteration with the ROC to get the desired name.
4. If the proposed names are not approved, more alternative names have to suggested.
5. On approval of name, the Registrar will issue a name allotment letter and will block the
name.

How to form a company in India

The following steps are required to form a company (private or public) in India.

1. Get ‘name availability’ from Registrar of Companies (ROC).
2. Draft and execute Memorandum & Articles of Association and other documents.
3. Pay duties and fees
4. File Memorandum & Articles of Association and other documents with ROC
5. Represent with ROC for any reservations or comments he may have
6. Procure incorporation certificate from ROC.
7. Subscribe to the agreed share capital of the company
8. Obtain commencement certificate (for public companies)