Procedure for Incorporation Company under Companies Act, 2013

incorporation of company
incorporation of company

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1. Obtain Digital Signatures

Nowadays various document prescribed under the Companies Act, 2013, are required to be filed with the digital signature of the Managing Director or Director or Manager or Secretary of the Company, therefore, it is compulsorily required to Obtain a Digital Signature Certificate from authorized DSC issuing authority for at least one director to sign the E-forms.

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2. Obtain Director Identification Number[DIN]

a) According to Section 153, every individual intending to be appointed as director of the company shall make application for obtaining director identification number.

b) Application for allotment of DIN is made in Form DIR 3.

c) Following documents are required for making application for DIN -

  • Proof of Identity of the applicant
  • Proof of residence of the applicant.

d) Application for DIN has to be digitally signed by a chartered accountant/company secretary/cost accountant in whole time practice.

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3. Make Application for Reservation of Name

a) Application for reservation of name is made to ROC in Form INC 1 along with prescribed fees of Rs.1,000.

b) Company name should be in accordance with name guidelines given in Rule-8 of Companies (Incorporation) Rules, 2014.

c) On approval of the name, ROC will issue a letter for approval of availability of name for the proposed company.

d) The name will be valid for a period of 60 Days from the date on which the application for Reservation was made.

Note: The applicant cannot start business or enter into any agreement, contract, etc. in the name of the proposed company until and unless a certificate of registration is issued by the registrar of companies as per the provisions of the Companies Act, 2013 and the rules made there under.

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4. Drafting Memorandum of Association and Articles of Association

a) As per section 4(6) the memorandum of a company shall be in respective forms specified in Tables A, B, C, D and E in Schedule I as may be applicable to such company.

 b) As per section 5(6) the articles of a company shall be in respective forms specified in Tables F, G, H, I and J in Schedule I as may be applicable to such company.

Download Sample MOA & AOA

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5. Application for Incorporation of a Private Company

As per Rules 12 of Companies Incorporation Rules, following forms are required to be filed by ROC for incorporation of a private or public company -

  • Form INC 7 – Application for incorporation of company
  • Form INC 22 – Notice of situation or change of registered office
  • Form DIR 12 – Particulars of appointment of Directors & Key Managerial Personnel

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6. Relevant provisions

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Form No. Relevant Provisions
INC 7 1. E-Form INC-7 deals with incorporation of a new company (other than OPC). This E-Form is accompanied by supporting documents such as details of Directors/subscribers, the Memorandum of Association (MOA) and Articles of Association (AOA) and evidence of payment of stamp duty. Once the E-Form is processed and found complete, a company is registered and CIN is allocated.

2. User is required to file E-Form INC-7 for incorporation of Company other than OPC within sixty days from the date of application of reservation of name in E-Form INC-1.

DIR 12 As per Rule-17 of Companies (Incorporation) Rules, 2014, the particulars of each person mentioned in the articles as first director of the company and his interest in other firms or bodies corporate along with his consent to act as director of the company shall be filed in Form No. DIR-12 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014.
INC 22

1. Section 12(2) of the Companies Act, 2013 states that the Company shall furnish to the Registrar verification of its registered office within a period of thirty days of its incorporation in such manner as may be prescribed.

2. Section 12(4) of the Companies Act, 2013 states that Notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar within fifteen days of the change, who shall record the same.

3. In case the address for correspondence is not the address of the registered office of the Company, user is required to file INC-22 within 30 days of its incorporation.

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6. Documents Required

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Form No. Documents Required
INC 7

1. Memorandum of Association as per Table A of schedule I.

2. Articles of association as per Table F of Schedule I.

3. Declaration in Form No. INC-8 by Professionals.

4. Affidavit from each of the subscriber to the Memorandum in Form No. INC-9.

5. Verification of signatures of subscribers in Form No. INC-10.

6. PAN Card (in case of Indian national)

7. Copy of certificate of incorporation of the foreign body corporate and proof of registered office address.

8. Certified true copy of board resolution/consent by all the partners authorizing to subscribe to MOA.

9. Proof of Identity of every subscriber to memorandum and every director named in articles.

DIR 12 1. Declaration by first director in Form INC-9 is mandatory to attach in case of a new company.

2. Declaration of the appointee Director, in Form DIR-2;

3. Interest in other entities of director it is mandatory to attach in case number of entities entered is more than one.

INC 22

1. Proof of Registered Office address (Conveyance/Lease deed/Rent Agreement along with the rent receipts) etc.; or (the notarized copy of lease / rent agreement in the name of the company along with a copy of rent paid receipt not older than one month; or the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office).

2. Copies of the utility bills as mentioned above (not older than two months) (the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months).

3. List of all the companies (specifying their CIN) having the same registered office address, if any;

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7. Other Points

1. If after filling the Requisite forms for incorporation with the Registrar of Companies along with fees, ROC is satisfied with the contents of the documents filed, ROC will issue the Certificate of incorporation in Form no.INC 11 as directed by Rule-18 of Companies (Incorporation) Rules, 2014.

2. It is suggested that E-Form DIR-12 and E-Form INC-22 should be filed together at the time of filing of E-Form INC-7 when address for correspondence is the address of registered office of the company.

3. Stamp duty on E-Form INC-7, Memorandum of Association and Articles of Association can be paid electronically through the MCA portal and in such case submission of physical copies of the uploaded E-Form INC-7, MOA and AOA to the office of ROC is not required.

 

 

 

 

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