Page 145 - DCOM404_CORPORATE_LEGAL_FRAMEWORK

Corporate Legal Framework

Notes liability.” Thus, the promoters will have to get together at least seven persons in the case of a
public company, or two persons in the case of a private company to subscribe to the memorandum
of association.
Section 33 states that the following three documents are required to be presented to the Registrar
of Companies of the State in which the registered office of the company is to be situated, for the

purpose of registration of a company:
(i) the memorandum of the company;
(ii) the articles, if any;
(iii) the agreement, if any, which the company proposes to enter into with any individual for
appointment as its managing or wholetime director or manager.

The documents in (i) and (ii) above are required to be signed by seven persons in the case of a
public company and by two persons in the case of a private company. As we shall see later, certain
types of companies need not frame their own Articles of Association; in that case “Regulations
for Management of a Company Limited by shares” (given in Table A of Schedule I to the Act,
1956) may be adopted.

Section 33 also requires a declaration to be filed with the Registrar along with the Memorandum
and the Articles. This is known as “Statutory Declaration of Compliance.” It can be made by
an advocate of Supreme Court or of a High Court, an attorney or pleader entitled to appear
before a High Court, or a Company Secretary or a Chartered Accountant in wholetime practice in
India, who is engaged in the formation of the company, or by a person named in the articles as a
director, manager or secretary of the company. The declaration must certify that all requirements
of the Act and Rules made thereunder in respect of registration have been complied with.

Section 266 requires that if the first directors are appointed by the articles then the following
must be complied with before the registration of articles with the Registrar: (i) Written consent
of those directors to act, signed by themselves, or by an agent duly authorised in writing; and (ii)
an undertaking in writing signed by each such director to take from the company and pay for

his qualification shares (if any), unless he has taken his qualification shares and paid or agreed to

pay for them, or signed the Memorandum for a number of shares not less than the qualifi cation
shares.
Section 266 is applicable only to a public company having a share capital.
Availability of Name

Section 20 states that a company cannot be registered by a name, which in the opinion of the

Central Government is undesirable. Therefore, it is advisable that promoters find out the
availability of the proposed name of the company from the Registrar of Companies. For the
purpose, three names in order of priority should be fi led.
The following two documents, though not required to be filed for the purpose of registration, are

usually delivered along with the aforesaid documents.

(i) The address of the registered office of the company (s.146).
(ii) Particulars regarding directors, manager and secretary, if any (s.303).
These two documents are required to be submitted within thirty days of registration of the
company.

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