Indian Companies Act,India Company Act,Companies Legal Rules & Regulations,Digital Signature Certificate DSC

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FAQs - COMPANY ACT INDIA

We are compiling Few of the Important terms of Company Act .

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Company is an association of persons registered under the Companies Act 1956. It has a legal personality separate from the persons who own or manage it.

Company is an association of persons registered under the Companies Act 1956. It has a legal personality separate from the persons who own or manage it.

Company - Different types

The following are the types of companies that can be registered in India
a. Private Limited Company
b. Public Limited Company
c. Unlimited Liability Company
d. Non profit Organisations (Generally known as Sec.25 Companies

Private Limited Company

Private Limited Company is formed with minimum of 2 members and 2 Directors. Maximum number of members in a private company is restricted to 50. The name of the company shall end with the words 'Private Limited'.

Public Limited Company

Public Limited Company is formed with minimum of 7 members and 3 Directors. There is no restriction on maximum number of members. The name of the company shall end with the word 'Limited'.

Non profit Organizations (Generally known as Sec.25 Companies)

Sec.25 Company is formed for the purpose of promoting commerce, art, science, religion, charity or any other useful objects and not with the object of making profit. Registration of such companies require prior permission from the Central Government and the words 'Private Limited' or 'Limited' can be dispensed from the name.

Sec.25 Company is formed for the purpose of promoting commerce, art, science, religion, charity or any other useful objects and not with the object of making profit. Registration of such companies require prior permission from the Central Government and the words 'Private Limited' or 'Limited' can be dispensed from the name.

Foreign Companies

Foreign Company is a company registered outside India, under a foreign law other than Indian law.

Branch Office / Liaison office of a Foreign Company

A Foreign Company can open a Branch / Liaison office in India subject to the approval of Reserve Bank of India (RBI). Up on receipt of approval from RBI, the Branch / Liaison office has to be registered with the office of Registrar of Companies New Delhi by filing necessary documents.

Limited Liability

Limited liability means liability of a member in a company is limited to the extent of their shareholding in the company. The shareholders of the company are not personally liable for the liabilities of the company and his liability is limited to the unpaid amount on shares registered in his name.

Name of the company

The name of the company shall be unique for registration. The name of a Private / Public Company shall end with the words "Private Limited" or "Limited" respectively. The name of the company shall comply with the Guidelines for Name Availability as prescribed by the Ministry of Corporate Affairs.

Objects / Activities of the Company

A company is promoted to carry out particular activity(ies). These activates are otherwise called as objects of the company. The Main objects of the company for which the company is registered should be detailed in the Memorandum of Association of the Company.

Capital of the Company

Capital of a company is the contribution by shareholders towards the corpus of the company. The Capital of the company is divided in to smaller units of shares.

Authorised Capital / Registered Capital

Authorised Capital (Registered Capital) of a company is the upper ceiling limit of capital which a company can issue shares and collect money from the shareholders. Authorised Capital of a company can be enhanced by a Resolution at a meeting of Shareholders.

Issued Capital

Issued Capital is the portion of Authorised Capital that the company has issued shares to the shareholders of the company.

Called up Capital

Called up capital is the portion of Issued Capital that the shareholders are requested to pay to the company.

Paid Up capital of the company

Paid up capital is the portion of Called up capital that is paid by the shareholders to the company.

Minimum Capital of the company

Private Companies should have Minimum Capital of Rs.1 Lakh and Public Company should have Minimum Capital of Rs.5 Lakhs for registration.

Digital Signature

Digital Signature is a legally recognized method of signing documents electronically. A digital signature is a type of asymmetric cryptography used to simulate the security properties of a handwritten signature on paper. Digital signature schemes normally give two algorithms, one for signing which involves the user's secret or private key, and one for verifying signatures which involves the user's public key. The output of the signature process is called the "Digital Signature".

Directors Identification Number (DIN)

Directors Identification Number or DIN is an identification number issued by the Ministry of Corporate Affairs to a director or a prospective director of a company. For obtaining a DIN, an online application has to be made to the Ministry of Corporate Affairs and the documents supporting Identity / Address Proof has to be submitted to their office. On verification of the documents, MCA will allot the DIN.

Registration of Digital Signature / Role Check

The Digital Signature of a person has to be registered against the DIN with the MCA. Registration of DIN with MCA is a prerequisite for accepting the forms signed with the Digital Signature. Role Check is being done to map the DSC with the respective DIN.

Director

The Director of company is responsible for the management of the affairs of the company and is responsible for all the legal compliance under various laws. Directors are normally appointed by shareholders. Indian companies law prescribes only an individual can be appointed as a director of a company.

DIN Forms

DIN1- Application to obtain DIN
DIN2- Intimation by the Director to the Company
DIN3- Intimation by the Company to the ROC
DIN4- Information to MCA about changes in address / details of the Director.

Shareholder / Member of a company

Shareholders / Members are the persons holds shares in a company.

Nominee Shareholder

A shareholder who holds the shares on behalf of another person by making required disclosures

Memorandum of Association (MOA)

MOA is the charter document, by which a company is registered. It contains name of the company, state in which the registered office of the company is situated, objects of the company, capital and subscribers / promoters / first shareholders of the company.

Articles of Association (AOA)

AOA is the bylaws for the internal management of a company. This document defines the relationship of members and directors. It also restricts powers of directors, transfer of shares etc.

Subscriber to Memorandum of Association

Subscribers to MOA are the promoters / first shareholders of a company. They are the persons forming the company. By subscription, they are agreeing to take such number of shares in the company and legally binding themselves to the company to pay the amount of shares subscribed by them.

Execution of MOA/AOA

Execution of MOA/AOA means signing of the MOA / AOA by the subscribers. Subscribers has to write their name, fathers name, residential address, occupation and the number of shares they agree to take by own handwriting and sign the document.

Registered Office of the company

Registered Office is the registered address of the company or the principal place of business. The address of the Registered Office will be used for all official communications of the company. Registered Office of the company can be shifted from one place to another in the same State or from one State to another State after complying the legal requirements

PAN

PAN means Permanent Account Number allotted by the Department of Income Tax. This is the number every tax assesses need to be obtained from Income Tax department. PAN is used for filing Income Tax return

MCA21

MCA means Ministry of Corporate Affairs. MCA 21 is the electronic filing system of documents with MCA through the web site www.mca.gov.in

Service Request Number (SRN)

Service Request Number (SRN) is the unique number generated by MCA 21 while filing an electronic document with the MCA web site.

Corporate Identification Number (CIN)

Corporate Identification Number (CIN) the number allotted to a Company registered in India by the Ministry of Corporate Affairs.

Electronic Forms (E-Forms).

Electronic Forms (E-Forms) are the forms prescribed by the Ministry of Corporate Affairs for filing applications / returns by a company based on events by a company.

Form 1A

Form 1A is the Application Form to be filed with Ministry of Corporate Affairs to check the availability a proposed name for registration of new company or for changing the name of an existing company.

Form 1

Form 1 is the Statutory Declaration to be filed at the time of incorporation of a company confirming the compliance of legal requirements under the Companies Act for registration of a new company.

Form 32

Form 32 is the return to be filed with MCA regarding the appointment / cessation of Directors / Secretary / Manager of the company.

Form 18

Form 18 is the notice of situation of registered office to be filed with MCA. The address stated in this form will be Registered Office of the company.

Certification of Forms

Companies Act requires certification of certain forms to be filed with MCA. The certification, wherever required is to be done by Company Secretaries / Chartered Accountants.

Certificate of Incorporation

Certificate of Incorporation (COI) is the certificate issued by Registrar of Companies confirming the registration of the company.

Certificate for Commencement of Business

Certificate for Commencement of Business (CCOB) is the certificate to be obtained by a Public Company before commencing commercial operation

Statement of Lieu of Prospectus (SLP)

Statement of Lieu of Prostrates (SLP) is the document to be filed by a Public Company for obtaining the Certificate for Commencement of Business (CCOB)

Meeting of Companies

Statutory Meeting is the meeting to be convened by a Public Company with in such time as stipulated by Law to transact the business as required under the Companies Act.

Statutory Meeting

Statutory Meeting is the meeting to be convened by a Public Company with in such time as stipulated by Law to transact the business as required under the Companies Act.

Annual General Meeting (AGM)

Annual General Meeting (AGM) is the meeting of shareholders required to convened by a registered company in every calendar year.

Extra Ordinary General Meeting (EGM)

Extra Ordinary General Meeting (EGM) is the meeting of shareholders of a company other than Statutory Meting and AGM. Extra Ordinary General Meeting (EGM) is the meeting of shareholders of a company other than Statutory Meting and AGM.

Minutes of Meeting

Minutes means the recorded proceedings of a meeting. The minutes of the meetings of shareholders and directors of the company are required to be maintained for proper recording of the decisions taken at the meeting.

Resolution

Resolution means the formal recording of a decision taken at a meeting.

Statutory Registers.

Registers that are required to be maintained as per Company Law such as Register of Members, Register of Directors etc. are generally called as Statutory Registers

Special Resolution

Resolutions passed at a meeting of shareholders where votes casted in favour of the resolution are 3 times or more than the votes casted against the resolution.

Ordinary Resolution

Resolution passed at a meeting of shareholders where votes casted in favour of the resolution are more than votes casted against the resolution.

Common Seal

Company is a legal person and can not sign any document like a natural person. A Company executes the documents by affixing an impression seal called Common Seal duly witnessed by its Director / authorized representative as per the provisions of its Articled of Association.

Share Certificate

Share Certificate is the proof of share holding in a company in the name of a person

Master Data

Basic information of a company stored in the data base of MCA web Site

Registrar of Companies (ROC)

Registrars of Companies are the officers vested with the primary duty of registering companies in respective States. These offices function as registry of documents filed by the companies which are available for inspection by public on payment of the prescribed fee.

Registration Fee

Government Fees payable for registration of a company is Registration Fees. This varies with the Authorized Capital.

Stamp Duty

The rate of stamp duty payable on registration of varies according to respective State Stamp Law.

FAQ's on Digital Signature

What is a Digital Signature Certificate?
Digital signature certificates (DSC) are the digital equivalent (that is electronic format) of physical or paper certificates. Examples of physical certificates are drivers' licenses, passports or membership cards. Certificates serve as a proof of identity of an individual for a certain purpose; for example a driver's license identifies someone who can legally drive in a particular country. Likewise, a digital certificate can be presented electronically to prove your identity, to access information or services on the Internet or to sign certain documents digitally.

Why is Digital Signature Certificate (DSC) required?
Like physical documents are signed manually, electronic documents, for example e-forms are required to be signed digitally through Digital Signature Certificate. As per MCA21 project of ministry of company affairs all the company forms have to be filed electronically.

Who issues the Digital Signature Certificate?
A licensed Certifying Authority (CA) issues the digital signature. Certifying Authority (CA) means a person who has been granted a license to issue a digital signature certificate under Section 24 of the Indian IT-Act 2000. The list of licensed Certifying Authority along with their contact information is available on www.mca.gov.in .

How is the DSC issued?
The certifying authority, on receipt of the application, after due consideration of the certification statement and other particulars and enquiry, can grant the DSC. Discretion is vested with the certifying authority to reject any application. Reasons should be recorded in case of rejection.

Are any conditions imposed for issue of the DSC?
For issuing the DSC, the certifying authority should take into consideration the following points:
*the applicant holds the private key corresponding to the public key to be listed in the DSC.
*The applicant holds the private key, which is capable of creating a digital signature.
*The public key to be listed in the certificate can be used to verify a digital signature affixed by private key held by the applicant.

What type of Digital Signature Certificate (DSC) is to be obtained for e-filing on the MCA Portal?

DSC of Class 2 and Class 3 category issued by a licensed Certifying Authority (CA) needs to be obtained for e-filing on the MCA Portal.

Who are Certification Agencies?

Certification Agencies are appointed by the office of the Controller of Certification Agencies (CCA) under the provisions of IT Act, 2000. There are a total of seven Certification Agencies authorised by the CCA to issue the Digital Signature Certificates (DSCs).

Types of Digital Signature Certificates

Class 1: These certificates do not hold any legal validity as the validation process is based only on a valid e-mail ID and involves no direct verification.

Class 2: Here, the identity of a person is verified against a trusted, pre-verified database.

Class 3: This is the highest level where the person needs to present himself or herself in front of a Registration Authority (RA) and prove his/ her identity.

Validity of Digital Signatures:

The DSCs are typically issued with one year validity and two year validity. These are renewable on expiry of the period of initial issue.

Is Director Identification Number (DIN) a pre-requisite to apply for DSC?
No.

What is the cost of obtaining a Digital Signature Certificate?
The cost of obtaining a digital signature certificate may vary as there are many entities issuing DSCs and their charges my differ.

How much time do Certifying Authorities take to issue a DSC?
The time taken by Certifying Authority to issue a DSC may vary from seven to ten days.

What is the validity period of a Digital Signature Certificate?
The Certifying Authorities are authorized to issue a Digital Signature Certificate with a validity of at least one year.

What is the legal status of a Digital Signature?
Digital Signatures are legally admissible as per IT ACT 2000.

How can I carry a Digital Signatures Certificate to the Physical Front Office (PFO)?
You can store your Digital Signature in a Pen Drive / Removable Media to carry the same to the PFO for digitally signing the e-forms.

How is a Digital Signature affixed to an e-form?
Click the Digital Signature field in the e-form. The system will prompt you to sign the e-form through a digital signature that is stored on your Pen Drive/ CD.

Is a company required to obtain a Digital Signature Certificate in its own name for e-filing?
Digital Signature Certificate (DSC) is not required by Companies but by individuals. For example the Director or the Company Secretary, signing on behalf of the Company requires a DSC.

Can I do e-filing of documents if I do not possess a DSC?
No. it is mandatory to have a valid digital signature certificate for e-filing the forms on MCA portal.

Are multiple DSCs required for professionals rendering services to different companies?
No. A DSC is unique to each individual. If a professional has obtained a DSC, he/ she can use the same DSC for e-filing of forms for multiple companies, provided he/ she has been authorized to do so by the respective companies.

Is the Company Secretary in whole-time employment required to obtain a DSC?
Yes. If the Company Secretary is an authorized signatory, he/ she is required to obtain a DSC.

What safety precautions should one take while using a Digital Signature?
You should keep the media carrying your digital signature safely and not disclose your password to anybody.

What if somebody gains possession of my digital signature?

Digital Signatures are password protected and cannot be copied from a digitally signed document.

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