To check whether the name is acceptable or available, one can pay a visit the website of the Ministry of Company Affairs (“MCA”) – www.mca.gov.in.

For any clarification or doubt, the office of the Registrar of Companies, Orissa can be visited.

Address: 2 nd Floor, Chalchitra Bhawan, OFDC, Buxi Bazar, Cuttack 753 001.
PHONE 0671-305361, 306958
FAX: 0671-305361
E-Mail: roc-cut@hub.nic.in

After the name has been finalized, six names in order of preference can be inserted in the prescribed Form 1-A for making the application to the agency notified by the MCA (MCA PFO, 507/1741, Kharvela Nagar, Unit 3, Janpath, Bhubaneshwar) for seeking availability of desired name. The said Form 1A is thereafter forwarded to the office of RoC for further processing.

While filing Form 1A it should be ensured that:

• The details are filled in correctly as no change is entertained in the Form once the Form is filed.
• Guideline Instructions issued by the Department of Company Affairs for deciding the availability of name for the formation of a Company are compiled with.
• As per the provisions of the Emblems and Names (Prevention of Improper Use) Act, 1950, use of improper names is prohibited.

The status of application filed can be ascertained from the MCA’s website.

The Department of Company Affairs has laid down guidelines as regards the use of key words in a company’s name. In order to have a key word as part of the company’s name, the following minimum authorized share capital requirements have to be fulfilled:

INR 300 (for MOA) + INR300 (for AOA) + INR10 (stamp paper for declaration in Form 1)

The Memorandum and Articles of Association is drafted on plain paper and then presented to the Officer of Stamps for stamping. Special adhesive stamps are affixed on the MOA and AOA.

The application should be accompanied necessarily by the following:

(i) Two Blank Copies of the Memorandum of Association and Articles of Association.

(ii) Payment receipt.

Ensure that the copies submitted to the Superintendent of Stamps for stamping are unsigned and no promoter or subscriber has written anything on it by hand. The Superintendent returns the copies one of which is duly stamped, signed and engrossed evidencing the payment of the requisite stamp duty.

see the comment

The print out of the Memorandum and Articles of Association of the Company on the non judicial stamp paper are to be signed by at least two subscribers, each of whom shall also write in his own hand, his fathers name, occupation, address and the number of shares subscribed for. There will at least be one witness to these signatures, who shall also sign and write in his own hand, his fathers name, occupation and address. Get the following documents prepared:

• Form 1 (Declaration of Compliance) - This is to be given by an advocate of the Supreme Court or of a High Court or a Secretary or a Chartered Accountant, in whole time practice in India who is engaged in the formation of a Company or by a person named in the Articles of the company as a director, manager, or secretary of the company that all the requirements of the Companies Act, 1956. This declaration should be on the non judicial stamp paper INR 10/- of the appropriate value with reference to the State in which the office of the Registrar of Companies situate.
• From- 18 (Notice of situation of the registered office)-This form is to be signed by the First Director of the Company named in the Articles and must be lodged with the Registrar together with the Memorandum and Articles of Association at the time of lodgment for the incorporation of the proposed company
• Form 32 (in duplicate) (Particulars of Directors )
• Power of Attorney (on Non-judicial stamp paper INR 100/- ) to be given in favor of one of the promoter/subscriber or chartered accountant or company secretary or an advocate for fulfilling various formalities at Registrars' office for incorporation of a company.

The fees paid to the Registrar for registration are scaled according to the amount of the share capital of a company as stated in its memorandum. The schedule is as following:

For registration of a company whose nominal share capital does not exceed INR100,000: INR 4,000.

For registration of a company whose nominal share capital exceeds INR100,000, the above fee of INR4,000 with the following additional fees regulated according to the amount of nominal capital:-

(a) INR 300 for every INR10,000 of nominal share capital or part of INR10,000 after the first INR1,00,000 up to INR5,00,000;

(b) INR 200 for every INR10,000 of nominal share capital or part of INR10,000 after the first INR5,00,000 up to INR50,00,000;

(c) INR 100 for every INR10,000 of nominal share capital or part of INR10,000 after the first INR50,00,000 up to INR1 crore;

(d) INR 50 for every INR10,000 of nominal share capital or part of INR10,000 after the first INR1 crore.

The above stated fees are required to be paid in the office of the ROC by way of a Demand Draft/ Treasury Challan.

The DD has to be drawn in favor of either the office of the concerned ROC or in favor of the Pay and Accounts Officer, Department of Company Affairs.

Schedule of RoC filing fees for the Articles and for the other forms l, 18 and 32:

• INR 200 In respect of a company having a nominal share capital of INR 100,000 or more but less than INR 500,000;
• INR 300 In respect of a company having a nominal share capital of INR 500,000 or more but less than INR 2,500,000;
• INR 500 In respect of a company having a nominal share capital of INR 2,500,000 or more.

The ROC will then scrutinize the documents filed by the Company and if necessary the authorized person will on intimation make the necessary corrections under his initials. Obtain the Certificate of Incorporation of the company from the office of the ROC. The company can commence its business on getting incorporation certificate from RoC. The other procedures given below can be done after the business is started.

 Although the process of electronic filing has begun to take place, as of April 2006, the person incorporating has two choices. He or she can either file the company documents in the traditional manner, or can prepare a soft copy of all forms (which are now available online), save them in a floppy or CD, and take it to the registry where it is uploaded to the new system and filed. Once the electronic system is fully implemented, the goal is that an entrepreneur will be able to incorporate the company from any computer. All documents for company incorporation will be available for electronic filing subject to the condition that the person has obtained a Digital Signature Certificate. To obtain a Digital Signature Certificate an application is required to be submitted with the agencies, which are notified by the MCA.

Another new requirement is the Directors Identification Number (DIN); which will be mandatory for every person who is a director on the board of the company. Directors can receive a provisional DIN through the Web. The provisional number is used in the same way as the final number, which will be issued in about 30 days. A person can only have one DIN and it is used for all companies for which he or she is a director

3 days

INR 500

Company shall arrange for its Common Seal from the vendor dealing in seals and stamps.

20 days

INR 72 (INR 60 + service tax at 12.24% for Fee and INR 5/- for Application Form)

The Company is required to apply for allotment of the Permanent Account Number (PAN) in Form 49A with the Unit Trust of India, near Ram Mandir, Bhubaneshwar on or before 31st May of the relevant assessment year.

The application should be accompanied with the following documents:

• board resolution passed by the company
• attested true copy of Certificate of Incorporation
• Memorandum and Articles of Association
• Form 18 along with the filing receipt issued by the ROC.

This application should be filled by the applicant in black ink or ball point pen.

The work of allotment of PAN is also assigned to National Securities Depositories Limited (NSDL). So the application can also be made with any one of the designated Tax Information Network (TIN) Facilitation CenteINR Related link is www.incometaxindia.gov.in.

15 days, simultaneous with procedure 5

INR 56 (INR 50 + service tax at 12.24% for fee)

The Company is required to apply for allotment of the Tax Deduction Account Number by making an application in Form No. 49B at Karvey Consultancy, 624, Saheed Nagar, Bhubaneshwar. Application is to be accompanied with the copy of Memorandum and Articles of Association of Company, list of Directors and boards resolution in favor of any director authorizing him to apply for the TAN. TAN must be applied immediately after first deduction of tax at source.

Related link is www.incometaxindia.gov.in.

20 days, simultaneous with procedure 6

INR 5, security deposit of INR 3,000

In Orissa, sales tax registration under the Central Sales Tax Act and Orissa Value Added Tax is required to be done at the Sales Tax office, Bhubaneshwar in Form A and Form VAT - 101 respectively.

The documents required to be filed are:

-The Certified copy Memorandum and Articles of Association of the Company;

-Proof of address-Copy of lease Deed in respect of office

-List of Directors, their addresses and signatures

-Attested photographs of directors

Under the Orissa Sales Tax Act, the following points may be noted: In Bhubaneshwar, it is mandatory to get registered under the Orissa Sales Tax Act, 1947 in the following circumstances:

• For importers if the total turnover is exceeding INR 20,000/-;
• For manufacturers if the total turnover is exceeding INR 100,000/-;
• For a dealer engaged in the execution of works contract and in execution thereof supplies goods if the total turnover is exceeding INR 100,000;
• For others, if the total turnover is exceeding INR 200,000.

Application is to be made within 30 days of the Company becoming liable to pay tax.

Every dealer required to be registered under Orissa Value Added Tax act 2004, shall make an application in ‘Form VAT-101’ to the registering authority within thirty days from the date of his liability to pay tax. If the dealer has more than one place of business inside the State, he shall declare one such place as the principal place of business.

Every dealer

1. Whose gross turnover of sales or purchases, during a period of twelve consecutive months immediately preceding the appointed day exceeded the taxable limit.

The taxable limit shall be in relation to any dealer who-

• purchases or receives any goods from outside the State

for sale within the state on his own behalf NIL

• executes works contract INR 50,000
• manufactures or produces any goods for sale INR 1,00,000
• carries on any business other than referred to above INR 2,00,000

2. Who is registered or liable to be registered under the Orissa sales tax Act,1947 or the Central sales Tax.

3. The application shall be made in duplicate to be filled in capital letters along with copy of Memorandum and Article of Association, copy of PAN, Declaration, details of goods intended to be purchased for manufacturing of goods for sale etc.

30 days

no charge

The Company is required to get itself registered as an 'employer' under Section 6 of Orissa State Tax on Professions, Trades, Callings and Employment Act, 2000. The Company is also required to get itself registered under the said Act within 90 days of the company becoming liable to pay tax. The concerned authority is the office of the Professional Tax Officer, depending upon the jurisdiction in which the office of the Company is situated. For registration of the company as an employer, application is to be made in Form 'I' prescribed under the said Act.

7 days, simultaneous with procedure 7

no charge

Application for registration under The Employees' Provident Fund and Miscellaneous Provisions Act, 1952 may be done at the office of the Regional PF Commissioner, Bhavishyanidhi Bhavan, Janpath, Unite No. 9, Bhubaneshwar – 751 022. The Act provides for the institution of compulsory Provident Fund, Pension Fund and Deposit Linked Insurance Fund, for the benefit of the employees in factories and other establishments. The Act applies to every factory and establishment in which 20 or more persons are employed and which is engaged in any industry as specified. The company would be required to cover its employees under the provisions, once it crosses the limit of 20 employees.

For registration under the said Act the following details may be required:

-Certified Copy of Memorandum and Articles of Association of the Company

-Copy of PAN

-Details of activities

-Workers list

-lease deed;

-a copy of documents in support of ownership of the factory premises.

15 days, simultaneous with procedure 7

no charge

Registration under the above-mentioned Act is required to be made at the office of the ESI at ESIC Bhawan, Near IDCO, Janpath, Unit-IX, BBSR. Bhubneshwar-22 in Form No. 01.The Act provides for grant of cash benefits to the employees in the recognized contingencies of sickness, maternity and employment injury. It also provides for medical benefit, in kind, to the employees and their families. The Act is applicable to all non-seasonal factories and certain establishment. For registration under the Act, an application in the prescribed Form is required to be made to Regional Office of Employee State Insurance Corporation within 15 days of the Act becoming applicable. ESIC Registration is optional if employee strength is less than 10 in a factory carrying on manufacturing process with the aid of power and less than 20 where the manufacturing process is being carried on without the aid of power.

For submitting the application, a certified copy of Memorandum and Articles of Association of the Company along with proof of provident fund registration number (if any) and labor registration Number (if any) is required.

5 days

INR 65

The procedure for obtaining registration certificate under the Orissa Shops and Commercial Establishments Act, 1958 is as follows: The employer of every establishment shall, within thirty days from the date of commencement of its work, submit with the Inspector of the area concerned, a statement in the prescribed form along with the applicable fee (depending on number of workers working in the establishment) for registration of the establishment.

The statement shall consist of the following information:

• the name of the employer and the manager, if any;
• the postal address of the establishment;
• the name, if any, of the establishment;
• the category of the establishment; and
• such other particulars as may be prescribed.