Business Registration Guidebook

THE PRACTICAL
START-UP
GUIDEBOOK
Find the legal structure that suits
your business
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Contents
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The Practical Start-up Guidebook
Introduction
03
Comparison Criteria
04
Private Limited Company
09
Limited Liability Partnership
13
One-Person Company
17
General Partnership
21
Sole Proprietorship
25
PARTNER, DIRECTOR OR PROPRIETOR?
IT’S EASIER THAN IT SEEMS
It should take no longer than 5 minutes to choose between the available legal structures for your business. Your
options are the Private Limited Company, Limited Liability Partnership (LLP), One-Person Company (OPC), General
Partnership and Sole Proprietorship. But the general approach to this decision is so academic, entrepreneurs end up
wasting their time. There’s no need to educate yourself on the minute differences between say, a Private Limited
Company and an LLP. This is because, with only a few exceptions, every business will be suited to just one legal
structure. For example, there’s no need for the founder of a tech start-up to know the tax benefits of an LLP if it
doesn’t allow outside funding to be raised, is there?
All you need to do is match the needs of your business with the 4 simple questions we’ve answered in this e-book.
So long as you’re clear of your current financial capacity and have given thought to your long-term goals, you
should be ready to get started immediately. Do, however, take the time to find out more about your chosen
business structure. All this information follows the comparisons. They should answer all your questions.
Nonetheless, if you have any questions, feel free to mail us at [email protected]
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03
WHOSE FUNDING NEEDS
DOES IT SUPPORT?
PRIVATE LIMITED COMPANY
For start-ups looking to build a
scalable business by raising equity,
this is the only option. Investors
are likely to demand conversion to
this structure before investing.
ONE-PERSON COMPANY
Pick it if you’re a single promoter
planning to run the business with
no outside funding or debt alone.
However, OPCs need to be
converted to private limited
companies once they reach a
turnover of Rs. 2 crore. So if you’re
aiming to run a large business, stay
away.
LIMITED LIABILITY PARTNERSHIP
For professional services firms that can
manage on debt. Private Equity funds
and Venture Capitalists are unlikely to
invest as it would require them to
become partners.
PARTNERSHIP FIRM
Small merchants and traders
requiring no external funding can
opt for this. The partners are, after
all, personally liable for all debts the
SOLE PROPRIETORSHIP
Only small merchants and traders requiring no partnership cannot pay itself.
external funding should opt for this. The
proprietor is, after all, personally liable for all
debts the business cannot pay itself.
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WHAT WILL BE MY
START-UP COSTS?
PRIVATE LIMITED COMPANY
A relatively expensive option,
with registration costs starting
at Rs. 16,000 and minimum
paid-up capital of Rs. 1 lakh. It
takes 20 to 25 days to
incorporate.
ONE-PERSON COMPANY
Marginally cheaper than the
Private Limited Company, with
registration costs starting at
Rs. 15,000 and minimum
paid-up capital of Rs. 1 lakh.
This will also take 20 to 25 days
to incorporate.
LIMITED LIABILITY PARTNERSHIP
Substantially cheaper than the Private
Limited Company, with just
registration costs of Rs. 11,000. There’s
no paid-up capital.
SOLE PROPRIETORSHIP
Your start-up costs are only what it costs to get
the license/s you need (Sales Tax registration,
for example). These start at Rs. 5000.
PARTNERSHIP FIRM
If you choose not to register the
parternship deed, you can get
started at just Rs. 1999. With
registration, it would work out to
Rs. 10,000, same as the LLP.
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WHAT ARE THE
MANDATORY COMPLIANCES?
PRIVATE LIMITED COMPANY
LIMITED LIABILITY PARTNERSHIP
All such businesses must maintain
books of accounts, comply with
statutory audit requirements (if
turnover exceeds Rs. 40 lakh or capital
contribution exceeds Rs. 25 lakh) and
submit income tax returns and annual
filings with the RoC.
All such businesses must maintain
books of accounts, comply with
statutory audit requirements and submit
income tax returns and annual filings
with the Registrar of Companies (RoC).
ONE-PERSON COMPANY
All such businesses must maintain
books of accounts, comply with
statutory audit requirements and
submit income tax returns and
annual filings with the RoC.
SOLE PROPRIETORSHIP
PARTNERSHIP FIRM
All such businesses must maintain
books of accounts, comply with
tax audit requirements (if turnover
exceeds Rs. 1 crore) and submit
income tax returns.
It is advisable (but not necessary) for sole
proprietorships to maintain books of accounts.
Filing of returns is mandatory.
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WHAT ARE THE
TAX ADVANTAGES?
PRIVATE LIMITED COMPANY
No general advantages
(industry-specific advantages are
available). Tax to be paid at flat rate
of 30% on profits, Dividend
Distribution Tax (DDT) applies, as
does Minimum Alternate Tax (MAT).
ONE-PERSON COMPANY
No general advantages
(industry-specific advantages
are available). Tax to be paid at
flat rate of 30% on profits, DDT
applies, as does Minimum
Alternate Tax (MAT).
$
$
SOLE PROPRIETORSHIP
Individual slab rates would be applicable.
Option to declare profits at 8% of revenue
when turnover is less than Rs. 1 crore.
LIMITED LIABILITY PARTNERSHIP
No general advantages
(industry-specific advantages are
available). Tax to be paid at flat
rate of 30% on profits. However,
MAT is applicable. DDT does not
apply. Wealth tax is also not
applicable.
PARTNERSHIP FIRM
Taxed at 30%. Remuneration
paid to partners can be
claimed as deduction,
restricted to the limits
specified (under the IT Act).
MAT does not apply.
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WILL THE BUSINESS SURVIVE THE
DEPARTURE OF A PROMOTER?
PRIVATE LIMITED COMPANY
Yes, of course. So long as there are a
minimum of 2 directors and
shareholders, the business can go on.
This is because a private limited
company has a separate legal
existence.
LIMITED LIABILITY PARTNERSHIP
Yes. An LLP has a legal existence
independent of its partners. There
must be a minimum of 2
directors. There is no limit to the
number of partners.
ONE-PERSON COMPANY
Yes. All OPCs must appoint a
nominee director. In case of the
death of the original director,
the nominee director takes
over the business.
SOLE PROPRIETORSHIP
The Sole Proprietorship is totally reliant on the
involvement of the proprietor. It will not survive
his/her departure.
PARTNERSHIP FIRM
No. The departure of a partner
would bring an end to the
Partnership Deed. There must be
a minimum of 2 partners. There
can be a maximum of 15
partners.
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08
Private Limited Company, the most popular legal structure for
businesses, should be chosen by anyone looking to build a
scalable business. Start-ups and growing companies pick it
because it allows outside funding to be raised easily, limits the
liabilities of its shareholders and enables them to offer employee stock options to attract top talent. As these entities
must hold board meetings and file annual returns with the
Ministry of Corporate Affairs (MCA), they tend to be viewed
with more credibility than an LLP or General Partnership.
PRIVATE LIMITED COMPANY
Business Registration Guidebook
09
Advantages
Limited Liability: Businesses often need to borrow
Better Debt-raising Capacity: A private limited
money. In structures such as General Partnership,
company has more options for taking on debt than
partners are personally liable for all the debt raised. So if it
LLPs. Not only are bank loans easy to obtain (relative to OPCs
cannot be repaid by the business, the partners would have to
and LLPs), the option of issuing debentures and convertible
sell their personal possessions to do so. In a private limited
debentures are available to it.
company, only the amount invested in starting the business
would be lost; the directors' personal property would be safe.
More Credibility: The private limited company
structure lends credibility to the business, on account
Investment-ready: Private limited companies easily
of the compliances that are necessary from the very
accommodate equity funding as there is a clear
beginning. On the other hand, several compliances for an LLP,
distinction between shareholders and directors as
such as appointment of an auditor, kick in only after its
well as limited liability. In fact, venture capitalists and private
turnover crosses a certain amount, while many are not
equity funds are unlikely to invest in any other structure. This
required at all.
is because LLPs would require them to become partners in the
business, while an OPC can have only one shareholder.
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Procedure
A private limited company takes up to 25 days to incorporate,
depending on whether you have your documents in order, the
2
Final Incorporation
As soon as we’ve the DSC, we will ask you for the
workload of the MCA and much else. You will be informed of
unique name you wish to give your company (we can help you
the various scanned documents you would need to provide
find the right combination). We will also require some
over the course of the process by our representatives.
information, signatures and scanned documents regarding
1
DSC Application
All the proposed directors in the company need a
the proposed company and its directors to complete the
necessary submissions, including INC-29 and the
Memorandum and Articles of Association. At this stage, you
Digital Signature Certificate (DSC), which is necessary for filing
will also need to pay government fees for form filing and
forms at the next stage. You will only need to provide a few
stamp duty. You will receive the Certificate of Incorporation,
scanned documents and details; our representatives will
Permanent Account Number and Tax Account Number, as well
ensure the forms are correctly filled.
as ESIC registration by the end of this process.
Time to Complete: 1 to 3 days
Time to Complete: 5 to 15 working days
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FAQS
Q: Do I need to be physically present during
this process?
Q: What is a DSC?
A: No, as all documents are filed electronically, you
authorities (TCS and n-Code are two of them) by which
would not need to be physically present at all. You
you can sign electonic documents. As all documents
would need to send us scanned copies of all the
needed are electronic, partners need a DSC.
A: The DSC is an instrument issued by certifying
required documents.
Q: How many directors and shareholders are
permissible?
Q: Does a private limited company have
continuous existence?
A: Yes, so long as the annual compliances are met, the
A: A minimum of two and maximum of 15 directors.
private limited company will continue to exist. If you
There can be anywhere from two to 50 shareholders.
do not comply with the requirements, it will go
dormant, until it is struck off the register altogether.
Q: What documents are required to complete
the process?
Q: How do I pick a name for my company?
A: All directors must provide identity and address
A: You need to first ensure that your name has not
proof, as well as a copy of the PAN Card (for Indian
already been taken. This can be done by checking the
Nationals) and Passport (for foreign nationals).
MCA website. However, if you're going to register the
No-Objection Certificate must be submitted by the
brand name, also check if it has already been
owner of the registered office premises.
trademarked. While framing your name, ensure that it
has a unique component that you coin and a
descriptive one that specifies the business you’re in.
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Limited Liability Partnership (LLP), introduced only in 2008, has
quickly become a popular legal structure for businesses. Its main
improvement over the General Partnership is that, as the name
indicates, it limits the liabilities of its partners to their contributions to the business and also offers each partner protection from
the negligence, misdeeds or incompetence of the other partners.
The LLP is also cheaper to incorporate than a private limited company, requires fewer compliances and can be a smart choice from
a tax perspective. However, if you're looking to raise venture capital or attract talent with employee stock options, private limited
is the way to go as LLPs cannot easily accommodate it.
This is why they are most popular with professional services firms
(web designers or architects, for example) that require no equity
funding. That said, it is not entirely uncommon for start-up founders to first register an LLP and convert it to a private limited company immediately before funding is raised.
LIMITED LIABILITY
PARTNERSHIP
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Advantages
Limited Liability: Businesses often need to borrow
Reduced Compliance: An LLP only requires
money. In a General Partnership, partners are
audited annual returns to be filed if it has a turnover
personally liable for all this debt. So if it cannot be repaid by
of greater than Rs. 40 lakh or capital contribution of over Rs.
the business, the partners would have to sell their personal
25 lakh. It also needs to communicate fewer business
possessions to do so. In an LLP, only the amount invested in
transactions and structural changes than a private limited
starting the business would be lost; all personal property
company.
would be safe.
CHEAP
Relatively Cheap: If you're bootstrapping, you may
be interested in knowing that an LLP has no
authorised capital (minimum of Rs. 1 lakh for a private limited
1
2
3
4
5
6
Tax Advantages: There are some important
advantages over the private limited company. For
example, Dividend Distribution Tax and tax surcharge don't
apply. Loans to partners are also not taxable as income.
company), significantly lowering the cost of registration.
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Procedure
The LLP incorporation procedure takes 20 to 35 days to
3
LLP Registration
During the final process, you would need to submit
complete, depending on whether you have your documents
in order and the workload of the Ministry of Corporate Affairs
various documents relating to all the partners in the business
(MCA). You will be informed of the various scanned
and a No-Objection Certificate from the property's owner. We
documents you would need to provide.
will prepare all of the forms and submit them to the MCA,
1
DSC & DPIN Applications
All the proposed partners need a Digital Signature
Certificate (DSC), which is necessary to get them a Digital
Partner Identification Number (DPIN). You will only need to
which will take up to 15 days to verify them. All you need to do
is provide us with the information, signatures and scanned
documents relating to the LLP and its partners.
Time Required: 5 to 15 working days
provide a handful of scanned documents; our representatives
PAN & TAN Applications
will ensure the forms are correctly filled.
Time Required: 4 to 6 days
2
LLP Name Approval
The unique name you wish to give your LLP should
be available and pass the naming guidelines provided by the
MCA. Our experienced officers will give you all the help you
need in finding the right combination.
4
Every company needs a registered Permanent
Account Number (PAN) and Tax Account Number
(TAN). We will make the application online ourselves, but you
will need to courier hard copies of the required documents
yourself. Both will be couriered to the your registered office
address in 7 working days.
Time to Complete: 7 working days
Time Required: 2 to 7 working days
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FAQS
Q: Do I need to be present in person during
this process?
Q: Does an LLP have continuous existence?
A: No, as all documents are filed electronically, you
LLP will continue to exist. If you do not comply with
would not need to do so at all.
the requirements.
Q: How many partners are permissible?
Q: How do I pick a name for my LLP?
A: There is no maximum number, but you, of course,
A: You need to first ensure that your name has not
need a minimum of 2 to form the partnership.
already been taken. This can be done by checking the
A: Yes, so long as the annual compliances are met, the
MCA website. If you are disappointed that a preferred
Q: Can a foreign national be a partner?
name is taken, do remember that the name of your
A: So long as one of the partners is an Indian citizen,
concern doesn't have to be your brand name.
others can be foreign nationals.
However, if you're going to register the brand name,
also check if it has already been trademarked. While
Q: What is DSC and DPIN?
framing your name, please ensure that it has a unique
A: The DSC is an instrument issued by certifying
component that you coin and a descriptive
authorities by which you can sign electonic
component that specifies the business you’re in.
documents. The DPIN is a unique identification
number for an existing partner or a person intending
to become one. A partner can have only one DPIN.
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The One Person Company (OPC) constitution was recently
introduced as a strong improvement over the sole
proprietorship. It gives a single promoter full control over the
company while limiting his/her liability to contributions to the
business. This person will be the only director and shareholder
(there is a nominee director, but with no power until the
original director is incapable of entering into contract). So
there's no chance of raising equity funding or offering
employee stock options. Furthermore, if an OPC hits a
turnover of over Rs. 2 crore or has a paid-up capital of over Rs.
50 lakh, it must be turned into a private or public limited
company within 6 months.
ONE PERSON COMPANY
Business
Business
Registration
Registration
Guidebook
Guidebook
17
Advantages
Limited Liability: Businesses often need to borrow
Fewer Compliances: An OPC does not need to file
money. In structures such as the Sole Proprietorship,
audited statement of accounts with the MCA and as
proprietors are personally liable for all this debt. So if it cannot
few as three compliance-related forms to file on an annual
be repaid by the business, the proprietor would have to sell
basis.
his/her car, house or jewellery to do so. In an OPC, only the
amount invested in starting the business would be lost; all
personal property would be safe.
Continuous Existence: If a promoter were to operate as a
Sole Proprietorship, rather than an OPC, the business
would come to an end on his/her death. As an OPC
has a separate legal identity, it would pass on to the nominee
director and, therefore, continue to exist
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Procedure
The OPC procedure takes up to 25 days to complete. You will
be informed of the various scanned documents you would
2
Final Incorporation
As soon as we’ve the DSC, we will ask you for the
need to provide over the course of the process by our
unique name you wish to give your company (we can help you
representatives. Here is a snapshot of the process:
find the right combination). We will also require some
information, signatures and scanned documents regarding
1
DSC Application
The proposed director needs a Digital Signature
Certificate (DSC), which is necessary for filing forms at the next
stage. You will only need to provide a few scanned documents
and details; our representatives will ensure the forms are
correctly filled.
Time to Complete: 1 to 3 days
the proposed company and its directors to complete the
necessary submissions, including INC-29 and the
Memorandum and Articles of Association. At this stage, you
will also need to pay government fees for form filing and
stamp duty. You will receive the Certificate of Incorporation,
Permanent Account Number and Tax Account Number, as well
as ESIC registration by the end of this process.
Time to Complete: 5 to 15 working days
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FAQS
Q: Do I need to be present in person during
this process?
Q: How do I pick a name for my company?
A: No, as all documents are filed electronically, you
already been taken. This can be done by checking the
would not need to do so at all. You would need to send
MCA website. Do note that the name of your concern
us scanned copies of all the required documents. We
doesn't have to be your brand name. However, if you're
may, however, ask for hard copies of some documents,
going to register the brand name, also check if it has
too, with the necessary attestations.
already been trademarked. While framing your name,
A: You need to first ensure that your name has not
please ensure that it has a unique component that you
Q: Will I get a printed incorporation certificate
from the Government?
coin and a descriptive component that specifies the
business you’re in.
A: No, the procedure has been completely digital these
days and the Government does not issue a printed
copy. They will send you a soft copy which you can
print out if you wish.
Q: Does an OPC have continuous existence?
A: Yes, so long as the annual compliances are met, the
OPC will continue to exist. If you do not comply with
the requirements, the OPC will go dormant, until it is
struck off the register altogether.
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A General Partnership is a business structure in which two or
more individuals manage and operate a business in
accordance with the terms and objectives set out in the
Partnership Deed. This structure is thought to have lost its
relevance since the introduction of the LLP because its
partners have unlimited liability, which means they are
personally liable for the debts of the business. However, low
costs, ease of setting up and minimal compliance requirement
make it a sensible option for some, such as home businesses
that are unlikely to take on any debt. Registration is optional
for General Partnerships.
GENERAL PARTNERSHIP
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Advantages
Minimal Compliance: General Partnerships do not
Relatively Inexpensive: A General Partnership is
need to appoint an auditor or, if unregistered, even
cheaper to start than an LLP and even over the
file annual accounts with the registrar. Annual compliances are
long-term, thanks to the minimal compliance requirements, is
also fewer as compared to an LLP. General Partnerships do
inexpensive. You would not need to hire an auditor, for
need to file Income Taxes and, depending on turnover, service
example. This is why, despite its severe shortcoming
and sales tax.
(unlimited liability), home businesses may opt for it.
Easy to Start: It can be started with just an
unregistered Partnership Deed in 2 to 4 days at Rs.
1,999; registration is, however, a wise choice. It would enable
you to file suits in court against another firm or partners in the
firm for the enforcement of rights arising from a contract or
right given by the Partnership Act.
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Procedure
The General Partnership process is straightforward and, if
you're prompt with your submissions, can be completed in
five days. This is, however, dependent on a few things, such as
whether or not you want your business registered and
availability of stamp paper.
2
Partnership Deed Registration (Optional)
We will appoint an affiliate to take you through the
process. All the partners would need to go to the registrar's
office and bring along a passport-sized photograph and
identity and address proofs.
Time to Complete: 1 working day
1
Partnership Deed Drafting
We will collect all the information regarding your
business and its partners. The information will be used by our
lawyers to draft a partnership deed covering the various
aspects of the business on stamp paper (charged as per
actuals).
Time to Complete: 2 to 10 working days
3
PAN & TAN Applications
Every partnership, registered or unregistered, needs
a Permanent Account Number (PAN) and Tax Account Number
(TAN). We will make the application online ourselves, but you
will need to courier hard copies of the required documents
yourself. You will receive the PAN and TAN at the address
mentioned in the deed.
Time to Complete: 7 working days
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FAQS
Q: Do I need to be present in person during
this process?
Q: Can a General Partnership have an investor?
A: Drafting is done online, but you and the other
residing in India. It may be done without any approval.
partners need to be present at the Registrar's Office if
Such an investor can even be classified as a limited
you wish to register the Partnership Deed.
partner, which would excuse him/her from
A: Yes, but only so long as he is an Indian citizen
participating in business activities, thereby limiting his
Q: How many partners are permissible in an
LLP?
liability.
A: A General Partnership permits a minimum of two
Q: Can I convert my Partnership into an LLP or
Private Limited Company?
and maximum of 20 partners.
A: Yes, you can, but this is a tedious and expensive
Q: Can a foreign national be a partner?
procedure. It may be better to close the partnership
A: No, partners must be Indian citizens residing in
altogether and then start afresh as an LLP or Private
India.
Limited Company.
Q: Is there a minimum amount of capital
required?
A: Not at all. You can even start with Rs. 100, if you
wish.
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A sole proprietorship is a business that is owned and managed
by a single person. You could have one up and running within
10 days, which makes it very popular among the unorganised
sector, particularly small traders and merchants. There is no
such thing as registration; proprietorships are recognised by
other registrations, such as a service or sales tax registration.
As you would imagine with a business that’s so easy to set up,
though, its shortcomings are severe: the liability of the
proprietor is unlimited and it does not have a continuous
existence. For these reasons, it should only be considered by
small merchants and traders.
SOLE PROPRIETORSHIP
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Advantages
Minimal Compliance: Sole Proprietorships are only
Relatively Inexpensive: A Sole Proprietorship is
recognised via their government and tax registrations,
inexpensive as compared to a One Person Company
so the extent of their compliance is limited to the annual filing
and, thanks to the minimal compliance requirements, is
of their service, professional or sales taxes.
inexpensive even over the long-term. You would not need to
hire an auditor, for example. This is why, despite its severe
shortcoming (unlimited liability), small merchants and traders
Easy to Start: A sole proprietorship could take as few as
opt for it.
seven days if all you need is a Service Tax Registration,
but this would stretch to 30 days if you need Sales Tax
Registration. Either way, the process is uncomplicated.
PAN card and identity and address proofs are usually enough
to get this done.
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Procedure
Proprietorship is recognised through one or more government
registrations. Our representatives will advise you about the
2
Begin Procedure
Once you've decided what you want, we'll ask you for
ones you will need based on the business you're in, and
the documents we need to get started. In most cases, you
inform you of the documents you would need to provide in
would first need to provide address and identity proof as well
each case. Here is a snapshot of the process:
as a scanned copy of a passport-sized photograph. Some
registrations (Sales Tax, for example) involve an inspection by
the concerned government agency. We will assist you
1
Select Registration
We will help you decide what registration you need,
whether service tax, sales tax, import/export code, MSME
throughout the process until you receive the required
registration.
Time to Complete: Depends on selected service
registration or Shops and Establishments registration.
Time to Complete: Less than a day
3
Get a TAN
A proprietor would need a Tax Account Number
(TAN) if he is going to pay salaries and rent. We will make the
application online ourselves, but you will need to courier hard
copies of the required documents yourself to the government
office. You will receive the TAN at the registered address within
7 working days.
Time to Complete: 7 working days
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FAQS
Q: Who can be a proprietor?
A: Only Indian citizens residing in India can be sole
Q: Can I convert my proprietorship to a private
limited company or LLP?
proprietors.
A: No, you can't. You would have to close the
proprietorship altogether and then start afresh as a
Q: Can I open a bank account specifically for
the proprietorship?
One-Person Company, LLP or Private Limited
Company.
A: Yes, you can. To do so, you would need to provide
two of the recognised government registrations, such
as sales or service tax registration, MSME registration
and Shops & Establishments Act registration. PAN card
would also be necessary.
Q: Will I receive a certificate of incorporation?
A: Sole proprietorships are never incorporated. They
are instead recognised by the government via various
registrations. Therefore, you would not receive such a
certificate.
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