Allotment of Securities
| S. NO. | PARTICULARS | DETAILS |
| 1. | Allotment within 60 days | Allotment shall be done within 60 days of receipt of application money. |
| 2. | If not allotted within 60 days, refund in next 15 days | If allotment is not done within 60 days then refund the whole application money within next 15 days. |
| 3. | If not refunded within 15 days | Refund application money along with interest @12% p.a. after the expiry of 60 days, and· It shall be treated as a public deposit after the expiry of the said 15 days. |
Issue of Share Certificates
Section 56(4) of the Companies Act, 2013 contains the provisions related to time limits for the delivery of the certificates of all securities allotted, transferred or transmitted.
| S. NO. | PARTICULARS | DETAILS |
| 1. | In case of subscribers to memorandum | Within 2 months from the date of incorporation |
| 2. | In case of allotment of shares | Within 2 months from the date of allotment |
| 3. | In case of transfer or transmission of securities | Within 1 month from the date of receipt by the company of the instrument of transfer or intimation of transmission |
| 4. | In case of allotment of debentures | Within 6 months from the date of allotment |
[1] Section 56(4) of the Companies Act, 2013, Regulation 3.4.1 of FDI Regulations read with FEMA, Section 46(2) of the Companies Act, 2013, and Companies (Acceptance of Deposits) Rules, 2014
TIME LIMITS IN CASE OF WHOLLY OWNED SUBSIDIARY OF FOREIGN COMPANY
- As per FDI Regulations read with FEMA, share must be allotted against share application money received from non-resident within 180 days of its receipt.
- Whereas, as per Rule 2(c) (vii) of the Companies (Acceptance of Deposits) Rules, 2014, any amount has been received for the purpose of subscription of shares and shares are not allotted within 60 days of its receipt then same shall be refunded within 15 days from the expiry of 60 days otherwise same shall be treated as deposits.
In the absence of any clarification given by in our opinion, stricter provisions of the Companies Act shall apply. Thus, in case of a wholly owned subsidiary of a foreign company, the shares shall be allotted within 60 days of the receipt of application money.
Stamp Duty payment in Delhi
As per section 3 of the Indian Stamp Act, 1899 (hereinafter referred to as the Act) every instrument mentioned in the schedule is chargeable with the proper duty. The duty payable in accordance with section 10 of the Act by means of stamps indicated on the instrument.
Article 19 of the schedule – IA of the Indian Stamp Act, 1899 (as applicable to Delhi) governs payment of proper duty on the instruments evidencing the right or title of the holder thereof or any other person to any share or stock in any incorporated company or body corporate or to become proprietor of share or stock of any such company or body.
The proper stamp duty payable in all such instrument is Rs. 1/- for every Rs. 1000/- or part thereof of the value of the share or stocks including the amount of premium. The Company shall pay the stamp duty online within 30 days of issue of Share Certificate (See proviso of Section 32 of the Indian Stamp Act, 1899). In case the stamp duty is not paid within 30 days then also go for online procedure but in that case a date of hearing would be given by the department to confirm amount of penalty for late filing.
The stamp duty must be paid where the registered office of the company is situated
Link for Payment of Stamp duty Online in Delhi:
https://www.shcilestamp.com/estamp_share_issuance.html
PROCEDURE OF PAYMENT OF STAMP DUTY WITHIN 30 DAYS OF ISSUANCE OF SHARE CERTIFICATES AT THE TIME OF INCORPORATION
- Make account on the above mentioned website for login.
- Fill the details in the shares Details entry form
Upload the following Documents
- Executed Share Certificate
- List of Allottees
- List of Directors
- Copy of Board or shareholders resolution of allotment of shares
- Board Resolution of issuance of share certificate and authorization for the payment of stamp duty.
- COI, MOA and AOA of the Company
- Certificate of Practicing Professional to whom the authority is given for paying Stamp duty.
PROCEDURE OF PAYMENT OF STAMP DUTY WITHIN 30 DAYS OF ISSUANCE OF SHARE CERTIFICATES AT THE TIME OF ALLOTMENT OF SHARE IN COMPANY AFTER INCORPORATION AT ANY POINT OF TIME
- Make account on the above mentioned website for login.
- Fill the details in the shares Details entry form
Upload the following Documents
- PAS -3 with Challan filed to ROC
- Executed Share Certificate
- List of Allottees
- List of Directors
- Copy of Board or shareholders resolution of allotment of shares
- Board Resolution of issuance of share certificate and authorization for the payment of stamp duty.
- COI, MOA and AOA of the Company
- Certificate of previous stamp duty paid, if any
- Certificate of Practicing Professional to whom the authority is given for paying Stamp duty.
After filing above documents if we are submitting above documents within time them challan would be generated after one month approx (it may be less or more) and we have to pay amount mentioned in challan using Net Banking/Debit Card/ Credit Card. After that Print the acknowledgement and collect e-stamp paper from the any nearest branch of Stockholding in Delhi by producing the printed acknowledgement at the counter.
- Upload the Scan copy of e-stamp Certificate and submit original stamp paper to the department
- After scrutiny and patching of e-Stamp Certificate, the Certificate of payment of stamp duty shall be issued and Certificate can be downloaded from the status menu.
NOTE- If we are submitting above documents after the prescribed time period then challan would be generated after hearing in the department and payment of stamp duty with penalty. (Date of hearing would be allotted on the registered mail id after submission of above documents )
Penalty
In case of non-payment of stamp duty or evasion of payment of stamp duty on the issue of share certificate in case of allotment of share, the company shall be liable for heavy penalty under the Act, which may extend to 10 times of the duty (See proviso of Section 35 of the Indian Stamp Act, 1899).It depends on reason of nonpayment or late payment totally.
