1. WHERE A COMPANY NOT ISSUES PROSPECTUS FOR PUBLIC SUBSCRIPTION
For obtaining a certificate to commence business, the following actions are required to be taken:—
(i) the company shall file with the Registrar a statement in lieu of prospectus (SLP) (signed by every director) electronically at the MCA portal in the form given in Schedule III to Act together with the E-Form 62 and shall pay the prescribed fee by online or offline as per Schedule X of the Companies Act, 1956.
(ii) the directors should pay the value of the shares to the extent money is payable in cash with application/allotment;
(iii) a duly certified declaration shall be filed electronically at the MCA portal in the E-Form 20 and a stamped copy shall be simultaneously filed with the Registrar signed by a director/secretary or by secretary in practice where there is no secretary, to the effect that the requirements of section 149(2) have been complied with.
(iv) the company shall not allot any share or debenture at least for three days after filing of statement in lieu of prospectus with the Registrar. [Section 70(1)];
(v) the company shall pay the prescribed filing fee by online or offline under Schedule X on SLP and on e-Form 20 to the Registrar of Companies.
The Registrar of Companies shall then issue the requisite certificate of commencement of business.
2. WHERE A COMPANY ISSUES PROSPECTUS FOR PUBLIC SUBSCRIPTION
Where a company issues a prospectus immediately after its formation, it need not file a statement in lieu of prospectus. The following points have to be ensured in this connection:—
(i) shares arranging the amount at least equal to the amount of minimum subscription under section 69 have been allotted. [Section 149(1)(a)]
(ii) every director has paid to the company, in respect of shares taken or contracted to be taken by them subject to payment in cash, a sum equal to at least the amount payable on application and allotment on the shares offered to public for subscription. [Section 149(1)(b)];
(iii) application has to be made to the recognised stock exchange for obtaining permission for dealing in shares/debentures;
(iv) filing of following documents electronically with the ROC is necessary:--
(b) E-Form 19 duly certified by a director/secretary or by secretary in whole time practice where there is no secretary declaring that all the conditions as stated in (i) to (iii), above have been duly fulfilled and stamped copy shall be physically delivered simultaneously to the Registrar.
(v) payment of prescribed filing fee under Schedule X on prospectus and E-Form 19 by online or off line system.
The Registrar of Companies shall thereupon issue the requisite certificate of commencement of business.
Source: An article