Incorporation under companies act, 2013, procedure, aoa moa

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Key Highlights of changes in Chapter – II “Incorporation of Companies” = Section 3 to 22 of the NEW COMPANIES ACT, 2013
 are as under:

Even the objects clause of the Companies incorporating after 1st April, 2014 will be changed. Only objects for which the Company has been incorporated along with matters considered necessary for its furtherance will be mentioned. 
(No further division of objects of a Company into Main clause, Ancillary clause and others objects)....

• Liability of members was earlier limited only up to the amount that  remains unpaid on shares which was calculated as per face value. But if now shares are issued on premium then premium amount will also be treated as liability of members.
• Memorandum of Company will be as per Schedule- I in the following table format:

1. TABLE – A = Memorandum of Association of a Company Limited by Shares.
2. TABLE – B = Memorandum of Association of a Company Limited by Guarantee and not having Share Capital.
3. TABLE – C = Memorandum of Association of a Company Limited by Guarantee and having share capital.
4. TABLE – D = Memorandum of Association of a Unlimited Company and not having share capital.
5. TABLE – E = Memorandum of Association of a Unlimited Company and having share capital.

 

• The AOA of a Company (provisions for entrenchment) can only be altered if conditions or procedures as that are more restrictive than those applicable in case of a special resolution are met or compiled with. Also notice for entrenchment is to be given to registrar. (In case of private Companies it is to be agreed by all members)
• Article shall be as Schedule –I as per respective forms specified in Table F, G, H, I and J.
• NEW CLAUSE: Name, Address of its registered office, Corporate Identity Number (CIN),  Telephone no.,  Fax no., Email, Website address(if any) = Shall be printed on Business letters, Bill heads, Letter papers, Notices and other official publications.
• Comparative list of Forms As per Companies Act 2013 and Companies Act 1956 is as:

Form No. As per Companies Act 1956	Form No. As per Companies Act 2013	Modifications or Changes
1 (Incorporation)	INC.7	Address for correspondence till the registered office of the company is established **Whether the Articles are entrenched or not(If yes, entrenched Articles should be annexed thereto) other attachments: **Declaration by professionals in Form No. INC.8 **Affidavit from subscribers and first directors Form No. INC.9 **Specimen Signature in Form INC.10 **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 of subscribers (in case of Indian national) **Copy of resolution/consent by all the partners or board resolution authorizing to subscribe to MOA
18 (Change in registered office)	INC.22	**Copies of the utility bills as mentioned above (Conveyance/ Lease deed/Rent Agreement along with the rent receipts)not older than two months) **A proof that the Company is permitted to use the address as the registered office of the Company if the same is owned by any other entity/ Person (not taken on lease by company) **Copy of order of competent authority
1A (Name availability)	INC-1	**Whether the Promoters are carrying on any Partnership firm, sole proprietary or unregistered entity in the name as applied for =**NOC   ***Whether the proposed name(s) contain(s) name of any person other than the promoter(s) or their close blood relatives=**NOC   **Whether the proposed name(s) include(s) the name of relatives=**Proof of relation   **Whether the proposed name is indicative of the object of the proposed company   ***Whether the proposed name includes the word such as Insurance, Bank, Stock Exchange, Venture Capital, Asset Management, Nidhi, or Mutual Fund etc.   **Copy of affidavit, in case proposed name including phrase‘Electoral Trust’

 

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Informative discussion initiated..

Thanks to company law desk for providing pinpointed information. But still the forms( INC 1,7,22) have not been notified in the MCA site..? sir..

can you provide the format of form no inc 8 & inc 9 & also let me know whether it is to be notoried or plane paper & previous name approval can be used in filing of inc 7 . pl send the detail at kumarbirendra66666 @ gmail.com

thanks & regards

birendra kumar

can any one provide me information that , for co. incor. that DIR -12 is the part of incororattion or not. how to file this form.

 

THANKS & REGARDS

 

DIR 12 (Particulars of appointment of Directors and the key managerial personnel and the changes among them) is the replacement of Old Form 32. It forms part in Company Incorporation.

Fill the form same as form 32, Addition to that Some extra fields have been added - 

- Gender

- Interest in Other Entities

-and 3 attachments namely 

(1) Letter of Appointment;
(2) Declaration by the first director
(3) Declaration of the appointee Director,in Form DIR-2;

Thanks n Regards

Form inc-8 and inc-9 where will we get the formats or forms.

 

Originally posted by : hymavathi
	Form inc-8 and inc-9 where will we get the formats or forms. FORMAT OF INC 8                                        Form No. INC-8                                         Declaration [Pursuant to section 7(1)(b) and rule 14 of the Companies (Incorporation ) Rules, 2014] Name of the Company:            I ,…………………., an advocate who is engaged in the formation of the company   a Chartered Accountant in India who is engaged in the formation of the company a Cost Accountant in India who is engaged in the formation of the company a Company Secretary in practice in India who is engaged in the formation of the company   declare that all the requirements of Companies Act, 2013 and the rules made thereunder relating to registration of the company under the Act and matters precedent or incidental thereto have been complied with.   Date: Signature: Place: Membership No.:

 

Form No. INC-9 Affidavit [Pursuant to section 7(1)(c) of the Companies Act, 2013 and rule 15 of the Companies (Incorporation) Rules, 2014] Name of the proposed company: I …………………., being the subscriber to the memorandum / named as first director in the articles, of the above named proposed company, hereby solemnly declare and affirm that:  I have not been convicted of any offence in connection with the promotion, formation or management of any company during the preceding five years; and  I have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years; and  All the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of my knowledge and belief. Date: Signature: Place:

Can you clarify whether form no INC 9 has to be printed on a stamp paper and notarised. 

 

ananda rao p s

sir,can you tell me  stampduty or franking is required in forms DIN-2,DIN-4,INC-8,INC-9 and INC-10? If yes then what amount and also clarify notary is required?
 

 

INC-22

Whether Rental Agreement attachment is valid to INC-22 for Company under Incorporation?

 

can anybody pls provide the format for INC-10