The Companies Act, 2013 has put more formalities on incorporation of a company. Consequently, the cost for incorporation of a company has increased. Following is the process for incorporation of a private Limited company.
Procuring Director Identification Number of proposed directors of the company
The new form for application of DIN is DIR-3, The form is to be filed online at MCA21 portal by attaching ID proof, address proof, Photo(JPG format) and Affidavit by director in form DIR-4.
The DIN shall be generated spontaneously at the time of filing DIR-3 form
Step 2- Application for name availability in Form INC-1
The next step is applying the name of the proposed company. Form INC-1 is to be filed on MCA21 portal mentioning the 6 proposed names of the company in preferential order. The names of the company shall end with the word "Private Limited' and no abbreviations shall be used (Pvt Ltd, (p) Ltd etc. following points should be kept in mind while applying the name of the company:
1. The name shall not resemble the name of any other company or LLP.
2. The name shall not contain any word which gives impression of being it a governing body. (Like Authority, directorate, Assembly, National, State etc)
3. The name shall not contain the name of any Politician, martyr or patriot.
4. If the name includes the name of promoters' relatives, then a no objection certificate may be obtained from such relatives along with proof of relation.
5. The proposed name shall not contain sequential number to the name of any other company. (Like ABC 2 Private limited shall not be applied if ABC Private Limited is already in existence)
6. There shall not be a registered trademark of the proposed name in the same class of goods in which the proposed company will do business. The NOC of the trademark owner nay be obtained in order to use such word in the name of the company
Step 3- Filing of Incorporation forms
After the name is approved. The company has to file incorporation forms witihin 60 days of the name approval.
Form INC 7
Form INC 7 shall contain the details of authorised and Paid up capital of the company.
It shall also contain the details of promoters of the company along with the number of shares subscribed.
Following attachments shall be made in form INC 7.
1. Memorandum of association of the company.
2. Articles of association.
The subscribe pages shall mention names of promoters, Father's name, Address, occupation, their photographs affixed on it, number of shares subscriber by them written in their own handwriting. Every promoter shall sign the subscriber page mentioning date and place of signing. The subscriber page shall also be signed by one witness.
3. ID proofs of promoters
Any one of the following ID proofs of each promoter shall be attached.
- Aadhar Card
- Driving Licence
- Voter ID card
4. Address Proof of promoters
Any one of the following address proofs of each promoter shall be attached. The proof shall not be older than 2 Months
- Electricity bill
- Telephone bill
- Mobile bill
- bank statement
5. PAN card of those promoters who are Indian Nationals. (For foreign national possessing PAN card, then it shall be mandatory to attach PAN card)
For Foreign nationals, Passport shall be attached
6. Form INC 8- Declaration given by professional that all requirements of the Act have been fulfilled.
7. Form INC 9- Declaration by each promoter that they are not disqualified.
8. Form INC 10- Form for verification of ach subscriber.
9. Affidavit by each promoter and first directors of the company that they shall not accept deposit unless complied by Companies Act, SEBI, RBI and other applicable authorities. (This affidavit is optional. However, ROC has power to ask for such an affidavit pursuant to circular 11/2013)
Form INC 22 shall contain the registered office address of the company.
It shall also contain the address of the police station in whose jurisdiction the registered office of the company falls.
The form shall have following attachments
1. Lease deed/Rent deed, if the registered office of the company is taken on lease/rent by the promoter or director or any other person OR
Ownership proof like Index copy, Possession letter, Property tax bill, if the registered office of the company is owned by the promoter or director or any other person
2. Any one of the following utility bill not older than 2 months
- Electricity bill
- Mobile bill
- Telephone bill
- Gas bill
3. No objection certificate from owner of the property or authorised occupant of the property.
(In case the property is taken on rent by the promoter /director/other person, it shall be sufficient to take NOC from such authorised occupant and not from the original owner of the property)
This form is for filing details of directors of the company.
Following documents shall be attached with form DIR-12
1. Form DIR-2- Consent to become director of the company. Such consent shall be signed by the director along with attaching his ID and address proofs
2. Declaration by first director- This declaration is similar to form INC 9.
3. Details of interest of directors- In case, the proposed director is already a director in other Companies/LLPs, then names of such entity shall be mentioned as an attachment.
All the incorporation forms shall be filed simultaneously. However, in case the company has opted for different address of correspondence and registered office in form INC7, it shall file form INC 22 after 15 days of incorporation.
On filling all the forms with requisite fees and applicable stamp duty, the forms shall be processed by the officers of the registrar. On being satisfied, the registrar shall approve the forms and issue a certificate of incorporation. Such certificate is the conclusive evidence of incorporation of the company.
Tags :Corporate Law