Incorporation of Company (except OPC)

Formation of Company under Companies Act, 2013.

MY Dear Friends now we will Discuss "The Incorporation of Company"( Except One Person Company). Before going, Viewers, let me Know if any mistakes found in my post. The following are the Steps to Incorporate a Company.

1. Digital Signature (DSC)

Every Director must and should have DSC for Company Registration and Annual Proceedings. For this Director will apply DSC application to agents with following Requirements:

• Name
• Date of Birth
• Address
• Proof of Identity and Proof of Address.
• Verification to be signed by the Applicant. See the attached DIR4 format.

•  Fee for DSC is Rs. 1200/-

2. Designated Identification Number (DIN)

Director Identification Number (DIN) is a unique identification number issued by the Ministry of Corporate Affairs (MCA), for an existing director or a person intending to become a director of a company.

• Fee for DIN of Director is Rs. 100/-

For acquiring DIN, Director will upload e form of DIR-3 in Online Website of MCA
Required Fields

• Name of Applicant and Father name
• Nationality
• Occupation and Educational Qualifications
• Date of Birth and Income Tax PAN
• Proof of Identity and Proof of Residence.
• Applicant DSC and Professional DSC

After Filling the form Professional will file the form and generate the DIN number.

3. Register Digital Signature of Designated Director (DSC Role Check)

After Generating DIN every Director Must be register Their DSC in MCA website through the following Website :http://www.mca.gov.in/mcafoportal/showAssociateDSC.doafter completion, system will give message like You are successfully Register DSC.

• Fee for DSC Role Check is Nil 

4. Filing of INC 1 for Name Availability

Now you can search Your favorite name in MCA website for availability through the following link http://www.mca.gov.in/mcafoportal/showCheckCompanyName.doand then file INC -1 with ROC by filling all details like Directors Details and Company name with Key words meaning. The Promoters have to provide at least 6 names in the order of their preference/priority. After completion of uploading INC-1 you can get Reservation Certificate for Company Name, then within 60days Director will file INC-7 with ROC otherwise Reservation name will expire.

•  Fee for Reservation of name is Rs. 1000/- 

Note: MCA has prescribed certain rules for name availability so it is advisable to check guidelines for the same before applying for name. Refer Rule-8 of Companies (Incorporation) Rules, 2014. 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.

5. Drafting of Memorandum of Association (MOA) & Articles of Association (AOA)

After name approval from ROC, the next step is to draft MOA & AOA. The subscribers need to specify Name, Address, and Occupation in their own handwriting & sign the subscription pages of MOA & AOA. 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.

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.

6. Filing of INC 7, INC 22 and DIR 12 with ROC.

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:

a). Form INC-7 Mandatory attachments

• Memorandum of Association(MOA)
• Articles of Association(AOA)
• Declaration by Professional in INC-8
• Affidavit from the subscriber to the Memorandum in Form No.INC-9
• Proof of residential address (which should not be older than two months)
• Proof of identity
• Verification of signature of subscribers i.e. Form No. INC-10, in case the company is not having share capital.
• It is mandatory to attach entrenched Articles of association if any of the articles are entrenched.

   Optional attachments depending upon case

• Copy of in principle approval granted by the Reserve Bank of India or any concerned authority in case proposed company shall be conducting NBFI (Non-Banking Financial Institution) activities
• NOC in case there is change in the promoters (first subscribers to Memorandum of Association)
• Proof of nationality in case the subscriber is a foreign national
• 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.

b).  Form INC-22 : (For Notice of situation of registered office).

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 INC-22 Mandatory attachments

• Proof of Registered Office address (Conveyance/Lease deed/Rent Agreement along with the rent receipts) etc.
• Copies of the utility bills (proof of evidence of any utility service like telephone, gas, electricity etc. depicting the address of the premises not older than two months is required to be attached).
• No ObjectionCertificate or permission to use
• Certification of e-form INC-22 by CS/CA/CWA (in Whole Time Practice)

c).  Form DIR-12 : (Appointment of Directors of the company and Key Managerial Personnel)

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.

Form DIR-12 Mandatory attachments.

• Letter of appointment
• Declaration by first director in Form INC-9
• Declaration of the appointee director, managing director, in Form No. DIR-2.

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

E-Form DIR-12 and E-Form INC-22 should be filed together at the time of filing of E-Form INC-7 .

7. Payment of ROC Fees & Stamp Duty

After filing of documents online, we need to make payment of ROC fees and Stamp Duty electronically which is based upon the Authorized Capital of the Company. Stamp duty on E-Form INC-7, Memorandum of Association (MOA) and Articles of Association (AOA) can be paid electronically through the MCA portal

• For Fee Details see "MCA Fee Calculator"  and also see below attached "Table of Fees".

8. Verification of documents

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.

9. Issue of Certificate of Incorporation by ROC

ROC is satisfied with the contents of the documents filed, ROC will issue the Certificate of incorporation in Form no.INC 11

10. Declaration at the time of commencement of business

As per Rule-24 of Companies (Incorporation) Rules, 2014, the declaration filed by a director shall be in Form No. INC.21 along with the fee as and the contents of the form shall be verified by a Company Secretary in practice or a Chartered Accountant or a Cost Accountant in practice:

Attachments:

• Specimen signature in form INC.10.
• Certificate of Registration issued by the RBI (Only in case of Non-Banking Financial Companies)/ from other regulators
• (Optional attachment(s) (if any)

Thank you friends next time we will meet in another post..........Bye....

--All the above contents only for Public reference and not for any other purpose. Therefore, I can not take any responsibility for the results or consequences of any attempt to use or adopt any of the information presented on this blog--- 

Thanks & Regards

S. Praveen Kumar Reddy.