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PROCESS FOR INCORPORTION OF COMPANY

PROCESS FOR INCORPORTION OF COMPANY

  1. Digital Signature Certificate [DSC]:

DSC’s are the digital equivalent (i.e. electronic format) of physical or paper certificates. Certificates serve as proof of identity of an individual for a certain purpose.

Henceforth we can say that a DSC can be presented electronically to prove your identity, to access information or services on the internet or to sign certain documents digitally.

 A licensed Certifying Authority (CA) issues the digital signatures. Certifying Authority (CA) means a person who has been granted a license to issue a digital signature certificate of the Indian IT Act, 2000.

There are two types of DSC valid for MCA portal:

  1. Class 2:

Here, the identity of a person is verified against a trusted, pre-verified database.

  1. Class 3:

This is the highest level where the person needs to present himself/herself in front of a Registration Authority (RA) and prove his/her identity.

REQUIRED DOCUMENTS FOR GETTING DSC

  • Application Form filled as per given guidelines
  • PAN Card of applicant (attested by a Gazetted officer/ Bank manager/ Post master)
  • Address proof (Passport/ Driving License/Voter Id/ latest Utility Bill like Electricity bill, Telephone bill, Water bill etc). This needs to be attested by a Gazetted officer/ Bank manager/ Post master.
  • Passport size photo

The Ministry of Corporate Affairs has stipulated a Class-II category digital signing certificate for e-filings under MCA21. A person who already has a DSC is not required to obtain it afresh.

  1. OBTAINING DIN:

DIN stands for Director Identification Number. It is a unique identification number allotted to an individual who is an existing director of the company or intends to be appointed as director of the company.

DIN is in the format of an 8 digit number. For example: 02165789.

This is allotted by Central Government (office of regional director), Ministry of Corporate Affairs.

A private company must have atleast 2 Directors OR

In case of Public limited, it must have 3 Directors OR

In case of One Person Company, It must have 1 Director.

REQUIRED DOCUMENTS FOR ALLOTMENT OF DIN

ID Proof of the Individual (self attested copy of PAN Card, the signature must be   same as in PAN Card)
Self attested address proof of the proposed directors (like Voter ID Card, Latest Bank Statement/ Valid Driving Licence/ Telephone Bill/ Water Bill/ Electricity Bill etc).
Passport size colour & clear photograph (3.5 cm X 2.5 cm)
An Affidavit duly notarized (in specified format)
Information about educational qualification
Detail about current occupation
Active email ID and mobile number
  1. APPLYING FOR NAME APPROVAL:
The approval of desired name is obtained from the Registrar of Companies (ROC) of the State/ Union Territory in which the new company will keep its registered office. This approval is provided subject to certain conditions: for instance.
There should not be an existing company by the same name.
The last words in the name are required to be “Private Limited” or “Limited”.
The application should mention at least two suitable names (up to maximum 6 names) of the proposed company, in order of preference.

REQUIREMENT FOR APPLYING NAME

  • Minimum two names are required subject to Maximum 6. The name should be as per the naming guidelines as provide by the Ministry of corporate Affairs.
  • Registered state in which proposed company is going to be incorporate
  • Capital requirement:

     In case of Private limited, there is minimum share capital Rs. 1,00,000.

     In case of Public limited, there is minimum share capital of Rs. 5,00,000.

     In case of One Person Company, there is minimum share capital Rs. 1,00,000.

  • Promoters/shareholders:

In case of Private limited, there are minimum promoters 2, may be same as directors.

In case of Public limited, there are minimum promoters 7 in which 3 may be the directors.

In case of One Person Company, There is only 1 promoter required.

  • Directors:

In case of Private limited, there are minimum 2 directors.

In case of Public limited, there are minimum 3 the directors.

In case of One Person Company, there is only director.

  • Main object:

The promoters/proposed directors must be provided the details of the activity to be carried out by the proposed company.

It is the stage where the company (i.e. promoters) has made an application to concerned ROC for getting Name Approved with the prescribed fees.

Guidelines Issued by MCA related to Name approval:

v  As per the Guidelines issued by the MCA in respect to Company Name, it is divided into three parts as shown below:

              In case of Private Limited /Limited, It is mandatory to use the word                         Private Limited or limited.

              Noun + Activity + Private Limited/Limited

              In case of one person company, it is mandatory to show word “OPC” in           bracket after the company Name as shown below:-

              Noun + Activity + Private Limited (OPC)

v  Form required to make an application is INC – 1.

v  After satisfaction of ROC, with the details mention in the application, a certificate is issued by them which are known as “NAME APPROVAL CERTIFICATE”, which valid from the sixty days from the date such Certificate.

v  After getting the name approval letter from ROC, we can go for the process of incorporation.

  1. INCORPORATION PROCESS:

     After getting the name approval, the professional have to draft MOA/AOA.

  1. Subscription of MOA & AOA (By Laws) by all the Subscribers/ Promoters
Get the subscription sheet of MOA and AOA signed by all the subscribers/ promoters in their own handwriting with the following details in following order:
    a.The name of the subscriber
    b.Father’s name of the subscriber
    c.Address of the Subscriber
    d.Occupation of the subscriber
The details must be same as mentioned in the DIN approval letter. The subscription sheet/s of MOA must be mentioned the number of shares subscribed by the promoters in numbers as well as words. The subscription sheets of MOA/AOA must be witnessed.

It is the process of registering the company details (MOA, AOA, Subscriber details, First Directors details) with the concerned ROC.

  1. From the same following forms are required as per the Companies Act, 2013:-

             i.IN CASE OF PRIVATE COMPANY AND PUBLIC COMPANY

  1. INC – 7:- For registering the details of Subscriber
  2. INC – 22:- For details of registered Address of the Company

III.  DIR – 12:- For Appointing Directors of the Company.

           ii.IN CASE OF ONE PERSON COMPANY

  1. INC – 2:- Application for Incorporation
  2. INC – 3:- Nominee- Consent Form

III.  INC – 12: – Appointment of Directors

  1. INC -22 :- This form is filed within 30 days after getting certificate of Incorporation.

FOLLOWING INFORMATION SHALL BE NECESSARY FOR THE

INCORPORATION OF COMPANY:-

INC – 7

  • MOA as per schedule I (Table A, B, C, D, E).
  • AOA as per schedule I (Table F, G, H, I, J).
  • Affidavit for Non-Acceptance for deposit from public (in Delhi and Maharashtra ROC cases), on RS 100/- Non-judicial stamp paper and get it sign by the respective promoters and also notarized the same
  • Declaration by the Professionals as per INC – 8 (on letterhead of the firm), in Delhi and Maharashtra roc it should be on RS 100/- Non-judicial stamp paper also.
  • Affidavit as per INC – 9 on RS 100/- Non-judicial stamp paper and get it sign by the respective promoters and also notarized the same
  • Signature specimen as per Form INC -10:- take print on plain paper and paste the Colour passport size photograph and sign the same in the mention bracket and get it verify by the notary/bank manager.(It should be noted that signatures must be verify the person).
  • Occupation of each subscriber’s.

INC – 22

The following information/documents required in Form 18:

  1. Address proof of Company, if premises is
  2. Owned:
  • Address proof of the premises like Latest Electricity bill, Telephone bill, Bank statement etc.
  1. Rental:
  • Copy of Rent agreement of the office premises from landlord.
  • NOC from Landlord (required in stamp paper of Rs 10/- format enclosed)
  • Copy of ownership documents of landlord like electricity bill, telephone bill, Bank statement etc.
  • Rent Receipt
  1. The name and address of the nearest police station of the premises where the company is going to be incorporated.

DIR – 12

The numbers of directors are required at the time of incorporation.

In case of Private limited, there are minimum 2 directors.

In case of Public limited, there are minimum 3 the directors.

There are requirement of certain documents for filling of appointment of Directors in respective company:

  • Letter of Appointment
  • Declaration as per DIR – 2.
  • Declaration by first Directors as per INC – 9. ( in the same manner as mention above)
  • Interest in other Entity:- If any director so appointed has interest in other entity (more than one), additional sheet known as “interest in other entity” must be attached. It should be noted that it must position in the Company, CIN of the Company.

DIR – 2

There are requirement of certain documents for filling of appointment of Directors in respective company:

  • MOA as per schedule I (Table A, B, C, D, E).
  • AOA as per schedule I (Table F, G, H, I, J).
  • ID Proof (self attested copy of PAN Card, the signature must be   same as in PAN Card) and Self attested address proof (like Voter ID Card, Latest Bank Statement/ Valid Driving Licence/ Telephone Bill/ Water Bill/ Electricity Bill etc) of Promoter and nominees.
  • Affidavit as per INC – 9 on RS 100/- Non-judicial stamp paper and get it sign by the respective promoters and also notarized the same
  • Signature specimen as per Form INC -10:- take print on plain paper and paste the Colour passport size photograph and sign the same in the mention bracket and get it verify by the notary/bank manager.(It should be noted that signatures must be verify the person).

After completion of above formalities CIN (corporate identification number like U 72900 DL 2012 PTC 039206) is allotted by the respective ROC.

  1. COMMENCEMENT OF BUSINESS:

The director should file a declaration in Form 21 before commencement of business to the ROC within 180 days of its incorporation.

If a company does not file the declaration in form INC-21 within 180 days of its incorporation then the status of the company shall be changed to “Struck Off (Defunct)”. In case the company files an order of Tribunal and the status of the company is revived to “Active”.

PROCESS FOR INCORPORTION OF COMPANY

PROCESS FOR INCORPORTION OF COMPANY

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