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Filing Requirements for Private Limited Liability Companies (General – Corporate)

FILING REQUIREMENTS FOR PRIVATE LIMITED LIABILITY COMPANIES (GENERAL)

IDFiling ItemsProcedure/ DescriptionFrequencyRelevant AuthorityTimeComments
1.1Incorporation of a company1. Name Approval
2. Prepare Form 1 (Registration of Company), Form 18 (Consent and Certificate of Director), Form 19 (Consent and Certificate of Company Secretary) and Articles of Association
3. Submit all fees and documents
4. Complete Registration
One TimeROC10 working daysRequisite information:
1. Name of the proposed local company.
2. The full name, address, occupation and Passport Nos. of the proposed directors.
3. The full name, address and passport/ National Identity Card No. of the shareholders of the local company. (If the shareholders is a Company, the registration certificate of the said Company)
4. Brief description of the objects of the local company
5. Intended registered address of the local company
1.2Incorporation of a BOI company1. An application should be submitted to the BOI by the proposed shareholders of the company prior to establishment of the project company.
2. Obtain preliminary approval of the foreign investor from the BOI.
3. Submit draft Articles of Association of the company to the BOI.
4. Site approval by the BOI
5. Incorporation of the company at the ROC.
6. Project company to enter into an agreement with the BOI.
One timeBOI & ROCApplication to the BOI should contain the Project proposal
1.3Opening IIA of the foreign investorSubmit the requisite documents as per Bank requirementsOne TimeDepartment of Foreign Exchange
1.4Opening a Bank Account of the companySubmit the requisite documents as per Bank requirementsOne Time
1.5First AGM & Appointment of AuditorsWithin 18 months from incorporation First Auditor should be appointed in the first AGM
1.6Board of Directors MeetingAs provided by the Articles of Association of the company
1.7Subsequent AGMAnnualNot later than 6 months after the balance sheet date and not later than 15 months after the previous AGMAuditor can be reappointed for a further period
1.8Audited AccountsAnnualROCWithin 6 months from end of financial yearNot mandatory to file with ROC
1.9Annual ReturnAnnualROCWithin 30 days from AGM
1.10Reporting and record maintenance requirements as per Companies Act No 7 of 2007ROC
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