Obtain Digital Signatures
Various documents 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 compulsory to obtain Digital Signature Certificate from authorized DSC issuing authority.
Obtain Director Identification Number (DIN) [Section 153]
As per 153 of the Companies Act, 2013, every individual intending to be appointed as director of a company shall make an application for allotment of Director Identification Number in form DIR.3 to the Central Government in such form and manner and along with such fees as may be prescribed. Therefore, before submission of e-Form INC.1 for availability of name, all the directors of the proposed company must ensure that they are having DIN and if they are not having DIN, it should be first obtained.
Name Availability for proposed company
As per Section 4(4) read with Rule – 9 of Companies (Incorporation) Rules, 2014, application for reservation/ availability of name shall be in Form no. INC – 1 along with prescribed fee. Company name should be in accordance with name guidelines given in Rule – 8 of Companies (Incorporation) Rules, 2014.
Note: MCA has prescribed certain rules for name availability, so it is advisable to check guidelines for the same before applying for name.
After approval of name ROC will issue a Name availability letter w.r.t. approval for availability of name for a proposed company.
Validity of Name approved by ROC
As per section 4(5), maximum time for which name will be available has been prescribed in the law itself under section 4(5). 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.
Preparation of the Memorandum of Association (MOA) and Articles of Association (AOA)
Drafting of the MOA and AOA is generally a step subsequent to the availability of name made by the Registrar. It should be noted that the main objects should match with the objects shown in e-Form INC.1. These two documents are basically the charter and internal rules and regulations of the company. Therefore, it must be drafted with utmost care and with the advice of the experts and the other object clause should be drafted in a very broader sense.
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.
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.
Application for incorporation of a Company
As per Rule-12 of Companies (Incorporation) Rules, 2014, application for incorporation of a private and Public company, with the Registrar, within whose jurisdiction the registered office of the company is proposed to be situated, shall be filed in Form no. INC – 7 [Rule 12 to 18] along with Form no. INC.22 for situation of registered office of the Company, (as the case selected in form no. INC – 7) and DIR – 12 with the following attachments:
Form no. INC – 7 attachments
- Memorandum of Association as per Table A of schedule I
- Articles of association as per Table F of Schedule I
- Declaration in Form No. INC-8 by Professionals. (As per Rule-14 of Companies (Incorporation) Rules, 2014, A declaration in the prescribed form by an advocate, a CA, CMA or CS in practice who is engaged in the formation of the company, and by a person named in the articles as a director, manager or secretary of the company, that all the requirements of this Act and the rules made there under in respect of registration and matters precedent or incidental thereto have been complied with;)
- Affidavit from each of the subscriber to the Memorandum in Form No. INC-9 as per Rule-15 of Companies (Incorporation) Rules, 2014, (an affidavit from each of the subscribers to the memorandum and from persons named as the first directors, if any, in the articles that he is not convicted of any offence in connection with the promotion, formation or management of any company, or that he has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years and that all the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of his knowledge and belief;
- Proof of residential address (the address for correspondence till its registered office is established 😉
- For verification of signature of subscribers [Pursuant to rule 16 (1) (q) of companies (Incorporation) Rules, 2014 in Form no. INC – 10.
- NOC in case there is change in the promoters (first subscribers to Memorandum of Association)
- Proof of Identity (the particulars of name, including surname or family name, residential address, nationality and such other particulars of every subscriber to the memorandum and the particulars of the persons mentioned in the articles as the first directors of the company along with proof of identity, as may be prescribed, and in the case of a subscriber being a body corporate, such particulars as may be prescribed;)
- Entrenched Articles of Association, if any.
Note: Where the articles contain the provisions for entrenchment, the company shall give notice to the Registrar of such provisions in Form No. INC.7, as the case may be, along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 at the time of incorporation of the company.
- PAN Card (in case of Indian national)
- Copy of certificate of incorporation of the foreign body corporate and proof of registered office address
- Certified true copy of board resolution/consent by all the partners authorizing to subscribe to MOA
- Optional attachment, if any
Form no. DIR – 12 attachments
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 along with the above details in the Form no. INC – 7.
Following are the attachments for Form DIR – 12.
- Declaration by first director in Form INC-9 is mandatory to attach in case of a new company.
- Declaration of the appointee Director, in Form DIR-2;
- Interest in other entities of director it is mandatory to attach in case number of entities entered is more than one.
- Optional attachment(s), if any
Form no. INC – 22 attachments
As per Rule 25 of Companies (Incorporation) Rules, 2014, verification of registered office shall be filed in Form No.INC.22 along with the fee.
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.
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.
Form No. INC – 22 to be filed with the following attachments:
- 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); and
- 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)
- List of all the companies (specifying their CIN) having the same registered office address, if any;
- Optional attachment, if any
Payment of Fee
While uploading various documents prescribed fee can be paid online including stamp duty for MoA.
Certificate of Incorporation
After the RoC is satisfied that all documents and information which is required has been filed in the prescribed manner and along with prescribed fee, the Certificate of Incorporation shall be issued by the Registrar in Form No. INC-11
Application for Income Tax PAN or TAN
After incorporation, every company has to apply for PAN & TAN. As per Income Tax Notification 38/2015 dated 10-04-2015, a company which has not been registered under Cos Act, 2013, Application for allotment of PAN or TAN can be made in Form INC-7 by quoting Corporate Identity Number (CIN) of the company.
Action Points: Formation of a Public / Private Limited Company – under Companies Act, 2013
|Obtain Digital Signature Certificate (DSC)||Obtain a Digital Signature Certificate from authorized DSC issuing authority.|
|Obtain Director Identification No. (DIN) [S.153]||Make Application in Form DIR-3 [Rule 9 of Chapter XI Rules]|
|Register DSC in the name of Director on MCA portal|
|Apply for Reservation of Name [S.4(4)]||Apply in Form No. INC – 1 [Rule 9]. The same shall be reserved for a period of 60 days|
|Adoption of Memorandum of Association [S.4(6)]||MoA shall be in respective form as prescribed in Table A, B, C, D and E of Schedule I as may be applicable|
|Adoption of Articles of Association [S.5(6)]||MoA shall be in respective form as prescribed in Table F, G, H, I and J of Schedule I as may be applicable|
|Incorporation||File with ROC Form No. INC – 7 [Rule 12 to 18] along with
a) The Memorandum and Articles of the company duly signed by all subscribers;
b) A declaration in Form No.INC.8 by an advocate or Practicing professional (CA, CS, CA) who is engaged in incorporation, and a person named in director as Director, Manager or Secretary, that all requirements related to incorporation has been complied with;
c) An affidavit in Form No. INC.9 from each subscriber and from each person named as first director in the articles that; he is not convicted if any offence in connection with promotion, formation or management of any company, he is not been found guilty of any fraud or misfeasance or of any breach of duty to any company during preceding five years, and all the documents filed with the Registrar contain correct, complete and true information to the best of his knowledge and belief;
d) The address for correspondence till its registered office is established;
e) The particulars of every subscribers along with proof of identity;
f) The Particulars of first directors along with proof of identity; and
g) The particulars of interests of first directors in other firms or bodies corporate along with their consent to act as directors.
|Registered Office [S.12]||A company shall have a registered office within 15 days of Incorporation and it shall file Form No.INC – 22 [Rule 25] to verify the same|
|Appointment of Directors||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 filedin Form No. DIR-12 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014|