Effect of memorandum and articles
(1)
Subject to the provisions of this Act, the memorandummemorandum and articles shall, when registered, bind the Companyand the members thereof to the same extent as if they respectively had been signed by the company and by each membermember, and contained covenants on its and his part to observe all the provisions of the memorandum and of the articles.
(2)
All monies payable by any member to the company under the memorandum or articles shall be a debt due from him to the company.
(a)
a declaration is filed by a director within a period of one hundred and eighty days of the date of incorporation of the company in such form and verified in such manner as may be prescribed, with the Registrar that every subscriber to the memorandum has paid the value of the shares agreed to be taken by him on the date of making of such declaration; and
(b)
the company has filed with the Registrar a verification of its registered office as provided in sub-section (2) of section 12section 12.
(2)
If any default is made in complying with the requirements of this section, the company shall be liable to a penalty of fifty thousand rupees and every officer who is in default shall be liable to a penalty of one thousand rupees for each day during which such default continues but not exceeding an amount of one lakh rupees.
(3)
Where no declaration has been filed with the Registrar under clause (a) of sub-section (1) within a period of one hundred and eighty days of the date of incorporation of the company and the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he may, without prejudice to the provisions of sub-section (2), initiate action for the removal of the name of the company from the register of companies under Chapter XVIII
(a)
a declaration is filed by a director within a period of one hundred and eighty days of the date of incorporation of the company in such form and verified in such manner as may be prescribed, with the Registrar that every subscriber to the memorandum has paid the value of the shares agreed to be taken by him on the date of making of such declaration; and
(b)
the company has filed with the Registrar a verification of its registered office as provided in sub-section (2) of section 12section 12.
(2)
If any default is made in complying with the requirements of this section, the company shall be liable to a penalty of fifty thousand rupees and every officer who is in default shall be liable to a penalty of one thousand rupees for each day during which such default continues but not exceeding an amount of one lakh rupees.
(3)
Where no declaration has been filed with the Registrar under clause (a) of sub-section (1) within a period of one hundred and eighty days of the date of incorporation of the company and the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he may, without prejudice to the provisions of sub section (2), initiate action for the removal of the name of the company from the register of companies under Chapter XVIII.
Notes, amendments & references (4)
10A. Inserted vide the Companies (Amendment) Act, 2019 dated 31.07.2019 w.e.f., 02.11.2018. To view the Amendment Act, Click Here .
An an additional 180 days have been provided for this purpose. To view the relaxation circular dated 24.03.2020, Click Here.
10A. Inserted vide the Companies (Amendment) Ordinance, 2019 which repealed the Companies (Amendment) Ordinance, 2018. W.e.f., 02.11.2018. To view the Ordinance, 2019, Click Here . To view the Ordinance, 2018 Click Here
Refer rule 23A of the Companies (Incorporation) Rules, 2014. To view the Rule, Click Here