A group of five professionals decided to start a private limited company in the anti-drone solutions sector under the name Ddrone Pvt. Ltd. in April…
CA Intermediate · Corporate and Other Laws · PYQS · January 2026
A group of five professionals decided to start a private limited company in the anti-drone solutions sector under the name Ddrone Pvt. Ltd. in April 2025. The company wants to have its registered office in Mumbai. On April 2, 2025, it applied for name reservation through RUN (Reserve Unique Name) and received approval on April 6, 2025. On May 15, 2025, due to a delay in documentation, the SPICe + (Simplified Proforma for Incorporating Company Electronically) Plus (INC-32) form for incorporation was filed after 39 days from the date of name reservation. The company proposed two directors, one Indian resident, one foreign national residing in the U.S. The foreign director did not have a DIN, and his passport was notarized but not apostiled. The company's registered office address was not finalized at the time of filing INC-32. Memorandum of Association and Articles of Association (MoA and AoA) were signed electronically, but one subscriber used a digital signature of a third party (his consultant), with verbal consent. Based on the above facts and applicable provisions of the Companies Act, 2013, answer the following questions: (i) Was the name Ddrone Pvt. Ltd. still valid when INC-32 was filed on May 15, 2025? (ii) Is it mandatory to provide the company's registered office address at the time of incorporation? What is the time limit to furnish it otherwise? (iii) What are the consequences if the company fails to file the declaration for commencement of business within the prescribed time, and fails to carry on any business or operations?
Suggested Answer and Working Notes:
(i) As per section 4 of the Companies Act, 2013, upon receipt of an application the Registrar may, on the basis of information and documents furnished along with the application, reserve the name for a period of twenty days from the date of approval or such other period. In the given question, the company received the approval on 6 April 2025. The approval is valid for 20 days, however, the company filed SPICe+ after 39 days, which falls outside the prescribed period of 20 days. Hence, the name Ddrone Pvt. Ltd. will not be valid when INC-32 was filed on 15 May 2025. (ii) As per Section 12 (1) of the Companies Act, 2013, a company shall, within thirty days of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it. As per Section 12 (2) , a company shall furnish to the Registrar verification of its registered office within a period of thirty days of its incorporation. Hence, it is not mandatory to provide the company's registered office address at the time of incorporation. (iii) As per section 10A of the Companies Act, 2013, (1) A company having a share capital shall not commence any business or exercise any borrowing powers unless, 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. (2) If any default is made in complying with the above requirements, 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 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, initiate action for the removal of the name of the company from the register of companies under Chapter XVIII.
Topics: Incorporation of Company and Matters Incidental Thereto
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