Incorporation of Company as per the Companies Act, 2013

At the outset basically the details of the Director(s) and subscriber(s) are required for the incorporation of the Company. However, the steps for the incorporation of a company as per the Companies Act, 2013 are summed up as under:-

STEP 1: DIGITAL SIGNATURES (DSC)

The basic step for the Company incorporation is to get DSC of all directors.

STEP 2: ACQUIRE DIRECTOR IDENTIFICATION NUMBER (DIN)

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 E Form No. DIR 3 to the Central Government in such form and manner and along with such fees as may be prescribed.

STEP 3:  NAME AVAILABILITY

Application for availability of name has to be made in E Form No. INC 1 considering the following. The same shall be reserved for a period of 60 days.

a) Applicant can propose six names in the order of their preference.

b) The proposed name shall not be identical or similar to the name already exists.

c) The proposed name shall not be registered in the Trade Marks.

d) If the proposed name contains name of any other person other than promoters or their close blood relatives then No objection Certificate would be required.

e) If the proposed name includes the name of relatives then proof of relation would be required.

f) The name of the Company should not be ending with - company, and company, co., co, corporation, corp, corpn, corp.

g) Minimum 2 Directors in case of Private Limited Company and 3 Directors in case of Public Limited Company.

h) State of the Proposed Registered office of the Company.

i) Proposed Authorized Capital of the Company (Minimum Rs. 1 Lac in case of Private   Limited Company and Rs. 5 Lacs in case of Public Limited Company).

j) The applicant will get one more chance for the Re-submission of E Form if the ROC objects the proposed names and mark the E-form for re-submission.

The concerned ROC usually takes 5 – 7 days to approve the form for approval of the name. 

STEP 4: FILING OF VARIOUS DOCUMENTS AFTER GETTING THE NAME APPROVAL:-

Application is to be made in E Form No. INC 7 with the following documents:-

a) Memorandum and Article of Association.

(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 No. 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.)

b) Subscriber Sheet signed by the subscribers to the shares. (Minimum 2 Subscribers in case of Private Limited Company and Minimum 7 Subscribers in case of Public Limited Company) - Not required if attached with MOA & AOA.

c) Declaration by the Professional in Form No. INC 8 (Pursuant to section 7(1)(b) and rule 14 of Companies (Incorporation) Rules, 2014) on Rs. 100/- (Rupees One Hundred Only) stamp paper duly notarized.

d) Affidavit by the Directors in Form No. INC 9 (Pursuant to section 7(1)(c) and rule 15 of Companies (Incorporation) Rules, 2014) on Rs. 100/- (Rupees One Hundred Only) stamp paper duly notarized.

e) Verification of Signatures of Subscribers in Form No. INC 10 (Pursuant to section 16(1)(q) of Companies (Incorporation) Rules, 2014) on Rs. 100/- (Rupees One Hundred Only) Stamp paper duly notarized.

f) Proof of Registered office of the Proposed address of the Company (Latest Electricity Bill/MTNL Landline Bill/Water Bill/Registry Copy signed by the owner) which should be accompanied by NOC on Rs. 20/- (Rupees Twenty Only) stamp paper duly notarized signed by the owner of the premises)

- Application to be made in E Form No. DIR 12 for particulars of appointment of Directors.

- Application is to be made in E Form No. INC 22 for notice of situation of Registered.

The concerned ROC usually takes 10-12 days for approving the incorporation forms and issuing the Certificate of Incorporation (COI).

In general it takes around 15 -20 days to incorporate a Company.

Further, there is another option for the incorporation of the Company in a fast track mode through E Form No. INC 29. The E Form No. INC 29 deals with the single application for reservation of name, incorporation of new company and/or application for DIN. This E Form is accompanied by all supporting documents as mentioned above, including details of Directors and Subscribers, MoA & AoA, etc.