Question 1

What is a dormant company under section 455?

Accepted Answer

Recent photograph of each subscriber to the memorandum, affixed and scanned with the MOA and AOA (Companies (Incorporation) Rules 2014, rule 16(1)(a)); Income-tax Permanent Account Number (PAN) of each subscriber - PAN card is mandatory for Indian nationals (Companies (Incorporation) Rules 2014, rule 16(1)(h) and rule 16(1)(m)); Proof of identity - for Indian nationals, any ONE of: Voter's identity card, Passport copy, Driving Licence copy, Unique Identification Number (UIN); for foreign nationals and Non Resident Indians: Passport (Companies (Incorporation) Rules 2014, rule 16(1)(m)); Residential proof - Bank Statement, Electricity Bill, or Telephone / Mobile Bill (Companies (Incorporation) Rules 2014, rule 16(1)(n)); Proof of nationality, where the subscriber is a foreign national (Companies (Incorporation) Rules 2014, rule 16(1)(o)); Specimen signature and latest photograph duly verified by the banker or notary, in Form No. INC-10 (Companies (Incorporation) Rules 2014, rule 16(1)(q)); Notarisation (and, for Hague Apostille Convention countries, apostille) of the signature, address and proof of identity of a subscriber who is a foreign national residing outside India; in a non-Commonwealth, non-Apostille country the notary's certificate must be authenticated by a Diplomatic or Consular Officer (Companies (Incorporation) Rules 2014, rule 13(5)(a) to (c)); Where a subscriber is a body corporate: certified true copy of the board resolution (or, for an LLP or partnership firm, the resolution agreed by all partners) authorising subscription to the memorandum, the investment, the number of shares, and naming the person authorised to subscribe (Companies (Incorporation) Rules 2014, rule 16(2)(f) and rule 16(2)(g)); Where a subscriber is a foreign body corporate: copy of its certificate of incorporation and its registered office address (Companies (Incorporation) Rules 2014, rule 16(2)(i)); Declaration by an advocate, Chartered Accountant, Cost Accountant or Company Secretary in practice, in Form No. INC-8 (Companies Act 2013, section 7(1)(b), read with Companies (Incorporation) Rules 2014, rule 14); Affidavit from each subscriber to the memorandum and each first director named in the articles, in Form No. INC-9 (Companies Act 2013, section 7(1)(c), read with Companies (Incorporation) Rules 2014, rule 15); Particulars of each first director and his interest in other firms or bodies corporate, together with his consent to act as director, filed in Form No. DIR-12 (Companies (Incorporation) Rules 2014, rule 17); Registered office proof - ANY of: (a) the registered document of title of the premises in the name of the company; or (b) a notarised copy of the lease or rent agreement in the name of the company together with a rent-paid receipt; (c) authorisation from the owner or authorised occupant of the premises together with proof of ownership or occupancy authorisation (Companies Act 2013, section 12(2), read with Companies (Incorporation) Rules 2014, rule 25(2)(a) to (c); filed in Form No. INC-22); Proof of evidence of a utility service - telephone, gas, electricity etc. - depicting the address of the premises in the name of the owner or of the document relied on (Companies (Incorporation) Rules 2014, rule 25(2)(d); filed in Form No. INC-22); One Person Company only: written consent of the nominee, in Form No. INC-3, together with the nomination in Form No. INC-2 (Companies Act 2013, section 3(1) first proviso, read with Companies (Incorporation) Rules 2014, rule 4(1) and 4(2)); Section 8 (not-for-profit) company only: draft memorandum and articles; declaration in Form No. INC-14 by an advocate, CA, Cost Accountant or CS in practice; an estimate of the future annual income and expenditure of the company for the next three years specifying sources of income and objects of expenditure; and the declaration in Form No. INC-15 by each applicant (Companies (Incorporation) Rules 2014, rule 19(3)(a) to (d); application in Form No. INC-12)

Question 2

Stamp duty on incorporation — Andhra Pradesh

Accepted Answer

Applies to Memorandum of Association and Articles of Association filed for company incorporation in Andhra Pradesh. Threshold: Applies to MoA/AoA presented for registration; separate rates apply depending on whether the MoA is accompanied by the AoA and whether the AoA carries share capital. Fee basis: differs by document type and whether the MoA is filed with or without AoA / whether the AoA carries share capital Slabs: MoA accompanied by AoA — stamp duty — INR 500; MoA accompanied by AoA — registration fee — INR 1000; MoA accompanied by AoA — user charges — INR 100; MoA NOT accompanied by AoA — stamp duty (0.15% of nominal share capital; minimum ₹1,000, maximum ₹5,00,000) — INR null; MoA NOT accompanied by AoA — registration fee — INR 500; MoA NOT accompanied by AoA — user charges — INR 100; AoA without share capital — stamp duty — INR 1000; AoA without share capital — registration fee — INR 1000; AoA without share capital — user charges — INR 100; AoA with share capital — stamp duty (0.15% of nominal share capital; minimum ₹1,000, maximum ₹5,00,000) — INR null; AoA with share capital — registration fee — INR 500; AoA with share capital — user charges — INR 100 Statute: Stamp (Andhra Pradesh Amendment) Act, 1922, Schedule 1-A (see section 3, first proviso), Articles 11 and 34; with the Registration Act, 1908 The department's own 21-page 'STAMP ACT SCHEDULE / SCHEDULE 1-A / Stamp duty on certain instruments under the Stamp (Andhra Pradesh Amendment) Act, 1922' was downloaded from registration.ap.gov.in and read article by article. It states, in terms: Articles of Association of a company - where the company has no share capital, One Thousand Rupees; where the company has authorised or increased share capital, 0.15% of such authorised share capital subject to a minimum of One Thousand Rupees and a maximum of Five Lakh Rupees. Memorandum of Association of a company - if accompanied by articles of association under section 26 of the Companies Act 1956, Five hundred rupees; if not so accompanied, the same duty as under article 11 according to the share capital of the company. Every figure already recorded here is confirmed. Schedule 1-A contains NO article for a partnership instrument or an LLP agreement, so no partnership or LLP figure is recorded; LLP-specific services sit.rs.ap.gov.in/firmsHome, which was not checked in either session.

Question 3

Stamp duty on incorporation — Haryana

Accepted Answer

Stamp duty on incorporation instruments in Haryana is fixed by Schedule 1-A of the Indian Stamp Act, 1899 as it applies to Haryana, published by the state's own registration/land-records portal. Fee basis: fixed rupee duties per instrument under Schedule 1-A: Articles of Association scale with authorised capital across a single Rs 1 lakh break, Memorandum of Association depends on whether it is accompanied by articles, and a partnership instrument carries a flat duty Slabs: Articles of Association of a company - authorised capital does not exceed Rs 1 lakh (Art. 10(a)) — INR 1000; Articles of Association of a company - in other cases (Art. 10(b)) — INR 2000; Memorandum of Association of a company - if accompanied by articles of association (Art. 39(a)) — INR 500; Memorandum of Association of a company - if not so accompanied (Art. 39(b)) — INR 1000; Partnership - instrument of, where the capital does not exceed Rs 500 (Art. 46 A(a)) — INR 1000; Partnership - instrument of, in any other case (Art. 46 A(b)) — INR 1000; Partnership - dissolution of (Art. 46 B) — INR 100 Statute: Indian Stamp Act, 1899, Schedule 1-A (for Haryana), see section 3 Read article by article off 'SCHEDULE 1-A OF INDIAN STAMP ACT 1899 (For Haryana)', published as a PDF on the state's own jamabandi.nic.in registration portal - the same host that refused the connection (ECONNRESET) last session but served this document cleanly today. Schedule 1-A carries an exemption for articles of an association not formed for profit registered under section 25 of the Companies Act, 1956. The Schedule names no article for an LLP agreement, so no LLP figure is recorded. These are instrument duties only; the registration fee is a separate table in the same document.

What is a dormant company under section 455?

Documents required for Company Incorporation

Stamp duty on incorporation — Andhra Pradesh

Stamp duty on incorporation — Haryana

Stamp duty on incorporation — Karnataka

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