New private limited company incorporation

This query is : Resolved

Rahul (Querist)
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22 September 2014 Dear Experts,

I am Incorporating a Private Limited Company in the State of Uttar Pradesh. I have Prepared the Following Forms for Incorporation :-

1. E form INC-7
2. E form DIR-12
3. E form INC-22
4. Form DIR-2
5. Form INC-8 on Rs. 20 Stamp Paper duly notorized
6. Form INC-9 on Rs. 10 Stamp Paer duly notorized from each Subsciber to MOA and AOA
7. Form INC-10 duly attesed be Notary
8. Copy of Proof of Identity and Residence Proof of Subscribers
9. MOA and AOA as per Companies Act 2013
10. Consent from Director to use his premises as Registered Office of the Company.
11. Copy of Sale Deed of Premises in the name of Director.

Please guide me whether any further document needs to be prepared for Incorporation.

I am yet to upload the Incorporation Documents and pay the fees.

I would appreciate if you guide me regarding any other document to avoid Remarks from ROC User in the processing of Incorporation Forms.

Thanks in advance.

Please reply urgently.

Ankur Garg

Ankur Garg (Expert)
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22 September 2014 Procedure for Incorporation of a Company under CA, 2013

https://www.caclubindia.com/articles/procedure-for-incorporation-of-a-company-under-ca-2013-21244.asp

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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23 September 2014 Particulars of subscribers shall be prepared as per 16(1) of Companies (Incorporation) Rules,2014 and to be attached with e-form 1NC-7.

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Rahul

Rahul (Querist)
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23 September 2014 Thanks Ankur Ji and Warrier Sir,

Particulars of Subscribers as per 16(1) of Companies (Incorporation) Rules,2014 have been written in the Subscriber's Page of MOA and AOA. Will that serve the purpose ?

Also, please look at the following contradiction :-

Section 7(1):
There shall be filed with the Registrar within whose jurisdiction the registered office of a company is proposed to be situated, the following documents and information for registration, namely:—
(a) The memorandum and articles of the company duly signed by all the subscribers to the memorandum in such manner as may be prescribed;
(b) a declaration in the prescribed form by an advocate, a chartered accountant, cost accountant or company secretary 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 thereunder in respect of registration and matters precedent or incidental thereto have been complied with;

Now if we look at the Clause (b) carefully it asks for INC-8 from Professional as well as First Directors of the Company.

But, when we look at the INC-8 form available Pursuant to section 7(1)(b) and rule 14 of the Companies (Incorporation )
Rules, 2014 we get only four options namely :-

I ,………………….,

Advocate
Chartered Accountant in whole time Practice
Cost Accountant in whole time Practice
Company Secretary in Whole Time Practice

and if we look at the Companies (Incorporation) Rules, 2014 we have Rule 14 which reads as under :-

14. Declaration by professionals.-
For the purposes of clause (b) of sub-section (1) of section 7, the declaration by an advocate, a Chartered
Accountant, Cost accountant or Company Secretary in practice shall be in Form No. INC.8.
Explanation (i) “chartered accountant” means a chartered accountant as defined in clause (b) of sub section 1 of section 2
of the Chartered Accountants Act, 1949 (ii) “Cost Accountant” means a cost accountant as defined in clause (b) of subsection
(1) of section 2 of the Cost and Works Accountants Act, 1959 and (iii) “company secretary” means a “company
secretary” or “secretary” means as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act,1980.

It does not talk of Declaration by First Director.

Logically, it should be by Practicing Professional only.

Please reply urgently

Thanks in advance.

Asha Kanta Sharma

Asha Kanta Sharma

(Expert)
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04 August 2024 Here’s a detailed guide to ensure your private limited company incorporation in Uttar Pradesh is complete and compliant with the Companies Act, 2013:

### **Documents Required for Incorporation**

You've already prepared several important documents. Here's a checklist to ensure you have everything needed:

1. **Form INC-7 (Application for Incorporation)**
2. **Form DIR-12 (Particulars of Directors and the Key Managerial Personnel)**
3. **Form INC-22 (Notice of Situation or Change of Address of Registered Office)**
4. **Form DIR-2 (Consent to Act as Director)**
5. **Form INC-8 (Declaration by Professional and Director)**
6. **Form INC-9 (Affidavit by Subscribers and First Directors)**
7. **Proof of Identity and Residence Proof of Subscribers**
8. **MOA and AOA (Memorandum of Association and Articles of Association)**
9. **Consent from Director for Using Premises as Registered Office**
10. **Copy of Sale Deed of Premises**

### **Additional Documentation and Points to Consider**

1. **PAN and Address Proof of Directors and Subscribers:**
Ensure you have the PAN card and address proof (like utility bills or rent agreement) of all directors and subscribers.

2. **Digital Signature Certificates (DSC):**
Ensure that all forms are signed digitally by the subscribers and directors.

3. **Director Identification Number (DIN):**
Ensure that all proposed directors have valid DINs. You may need to obtain DINs for any additional directors before filing Form DIR-12.

4. **Registered Office Proof:**
You have a consent letter from the director and a copy of the sale deed. Ensure the address is mentioned in the MOA and AOA.

5. **Declaration in Form INC-8:**
- Form INC-8 is to be filed by a practicing professional (advocate, CA, CS, or cost accountant).
- The declaration should confirm that all legal requirements for incorporation are met.
- The first director's declaration is not explicitly required in Form INC-8 but is a good practice to ensure all directors are compliant.

6. **Subscribers’ Sheet in MOA and AOA:**
Ensure that the particulars of the subscribers are accurately filled in the subscribers' page of the MOA and AOA.

7. **Stamp Duty and Fees:**
Ensure that the appropriate stamp duty has been paid and the fees for incorporation are ready to be submitted.

### **Procedure to Avoid Remarks from ROC**

1. **Complete and Accurate Forms:**
Double-check that all forms are correctly filled and all necessary details are provided.

2. **Digital Filings:**
Ensure forms are correctly digitally signed and uploaded to the MCA portal.

3. **Pre-Scrutiny:**
Use the pre-scrutiny feature available on the MCA portal to check for errors before submitting.

4. **Consult a Professional:**
If in doubt, consulting with a company secretary or a legal professional specializing in company law can help avoid any omissions.

### **Specific Concerns Regarding Form INC-8**

- **INC-8 Form Requirements:**
- **Clause (b) of Section 7(1):** Requires a declaration by a professional and a person named as a director in the articles.
- **Form INC-8:** Typically filled out by a practicing professional to confirm that all requirements for incorporation are met.

### **Role of Professionals and Directors**

- **Practicing Professional:**
Provides a declaration that all compliance requirements are met.

- **First Directors:**
While their direct declaration is not specified in Form INC-8, their consent and declaration in Form DIR-2 and INC-9 are essential.

### **Conclusion**

You appear to have most of the required documents. Ensure that:

- All forms are complete and correctly filled.
- Professional declarations are obtained where necessary.
- All supporting documents are accurate and up-to-date.

Once you have compiled and checked all documents, you can proceed with the online submission and payment on the MCA portal. If you face any issues, contacting the ROC or a professional consultant can provide additional guidance.