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Jaideep (Service) 06 April 2011
Choose some Name for the proposed Company
File DIN for proposed Directors if they dont have DIN
Decide for Regd office address
File Form1A for name availability
After approval letter file form 32, form 18, and Form 1
MOA AOA duly stamped, POA - for minor alterations in MOA and AOA as suggested by ROC
For Stamp duty and other cost please refer my shared file
Jayashree S Iyer (Company Secretary) 06 April 2011
As a first step, you need to apply for name availability in Form 1A. For this you need to have a minimum of two promotors and also know the objects of the company. One of the promotor should also have DSC. The minimum Share Capital required to form a private company is Rs. 1 lac.
Once the name is approved, you need to apply for incorporation within 60 days. You need to make an Appplication in Form 1 attaching
1) Memorandum of Association
2) Articles of Association
3) Power of Attorney
Also you need to file simultaneously, Form 18 - Situation of Registered Office and Form 32 - Appointment of Directors (minimum of 2 in case of private limited company). The Directors should have DIN numbers.
Pay incorporation fees and other filing fees as per Schedule X of the Companies Act and stamp duty as per rates applicable to the concerned State in which the Registered Office of the Company is situtated.
Once these formalities are completed, ROC will issue Certificate of Incorporation.
Shridhi Jain (Company Secretary) 06 April 2011
Pls follow the link:
CS Ankur Srivastava (Company Secretary & Compliance Officer) 06 April 2011
Procedure for incorporation of a Company
1. Make an application under section 266A for allotment of DIN to the Central Government (DIN Processing Cell) in the prescribed DIN Form (DIN-1 Online) and obtain a provisional DIN then send physical printout of form provisional DIN along with relevant annexures and obtain regular DIN.
2. Obtain Digital Signatures of at least 1 Director to sign e-form 1A and other documents. It may be noted that if the director or other persons covered are having digital signatures, their signatures may be used for the above said purposes and there is no need to take new signatures again.
3. Apply online for roll check of digital signatures on the basis of approved DIN and register your DIN with MCA.
4. Six names are required to be stated in order of preference after taking notes of numerous provisions, clarifications, circulars and rules made by the Ministry of Corporate Affairs.
5. In case key word is required, significance of each key word should be given in the form 1A and capital should be according to that key word.
6. The promoters are required to make an application in form 1A to the MCA on the portal of MCA i.e. mca.gov.in
7. Form 1A should be duly digitally signed by any one of the promoter or managing director or director or manager or secretary of the company and should be submitted electronically and payment of fees of Rs. 500 is to be made by the prescribed mode for ascertaining whether the selected name is available for adoption by the promoters of the proposed company.
8. After receipt of form 1A, the ROC shall intimate whether the proposed name is available for adoption or not. The confirmation of the name made available shall be valid for a period of 60 days from the date of letter issued in this regard or else any failure will make liable to submit application for revalidation of name electronically with fresh filing fee of Rs. 250/- only.
9. Subsequent to the availability of name from the ROC, draft MOA and AOA. It should be noted that the main objects should match with the objects shown in form 1A.
10. The fees payable to the ROC at the time of registration of a new Company varies according to the authorised capital of the company proposed to be registered as per schedule X to the Act.
11. Next step is to submit following documents electronically to the MCA within a period of sixty days from the date of intimation of availability of name:-
1. MOA and AOA duly signed by the subscribers and witnessed, showing the number of shares against their names electronically attached in PDF file.
2. Copy of the agreement, if any, which the company proposes to enter into with any individual for appointment as its managing or whole time director or manager shall be attached in the PDF file.
3. Declaration in Form 1 by an advocate or company secretary or chartered accountant engaged in whole time practice in India or by a person named in the Articles as a director, manager or secretary of the company, that all the requirements of the Companies Act, 1956 and the rules made thereunder have been complied with in respect of registration and matters precedent and incidental thereto, which may be accepted by the ROC as sufficient evidence of such compliance. The form 1 needs to be stamped for the appropriate value as may be required and stamped copy of the form 1 needs to be attached with the form 1.
4. Power of Attorney by all the subscribers in favour of any one subscriber or any other person authorising him to file these documents with the Registrar and to obtain certificate of incorporation. It should be executed on Non Judicial Stamp paper of appropriate value and shall be submitted to the Registrar.
5. Other agreement if any, which has been stated in the MOA /a AOA shall also be filed in the PDF File because in such cases the agreement will form part of this basic document.
6. Form 18 in regard to location of the registered office should also be attached. It is also required to be certified by the company secretary or chartered accountant or cost accountant in practice.
7. Form 32 for filing consent and particulars of directors is required to be filed. It is also required to be certified by the practicing CS /CA/CWA.
12. MOA and AOA should be properly stamped as per the Stamp duly applicable in the state, where the registered office of the company is to be situated. Simultaneously original stamped coy of the MOA and AOA shall be submitted with the ROC concerned in physical form.
13. If any subscriber signs in a language other than, in which the MOA and AOA is written, then witness is required to submit an Affidavit on the stamp paper of adequate value that he had been explained the contents of the company and he/she had put his/her signature after proper understanding of the same and this affidavit should also be attached and physically furnished with the Registrar along with all the documents as described above.
14. The personal details of directors should match with the information provided in the DIN. Name and CIN of all the companies in which they are directors are also required to given in form 32.
15. On the satisfaction of the Registrar that the requirements specified in section33(1) and 33(2) have been complied with, he shall retain the documents and register the MOA, AOA and other documents.
16. The Registrar will then issue a certificate of incorporation bearing a corporate identity number consisting of 21 digits normally within 7 days of the receipt of documents.
17. It is advisable to authorise some person to collect the certificate personally form the ROC office. A letter of authority may be issued by the promoters or subscribers authorising a person to make the corrections, if any, in the MOA/AOA or other papers filed therewith and to collect the certificate of incorporation.
18. The date given in the certificate is the date of incorporation. The names of subscribers be entered in the Register of Members.
Forms to be Files:
Form 1A, 1, 18, 32
Documents to be Filed / Executed:
MOA, AOA, Power of Attorney, Agreement(if any), Form 1
CS Ankur Srivastava (Company Secretary & Compliance Officer) 06 April 2011
Now the stamping is done online and there is no need to submit any physical paper to the ROC. It is a very good step. Just fill online stamping in Form 1 and attach the pdf image of MOA and AOA and Power of Attorney in Form 1, Challan would be generated for stamp duty as well.