Minimum Requirement of a Private Company: Minimum 2 Shareholders Minimum 2 Directors (The directors and shareholders can be same person) Minimum Authorised Share Capital shall be Rs. 100,000 (INR One Lac) DSC (Digital Signature Certificate) for all the Directors (for applying of DIN) DIN (Director Identification Number) for all the Directors
Dear Friend, as far as your query is concerned that WHAT IS THE PROCEDURE FOR INCORPORATION OF PUBLIC LIMITED COMPANY HAVING SHARE CAPITAL ?? Let me informed the > PROCEDURE FOR INCORPORATION OF PUBLIC LIMITED COMPANY HAVING SHARE > CAPITAL The following procedural steps are required to be taken by the promoters for the incorporation of a public limited company: (1) Selecting Name of the Company and Ascertaining its availability from ROC Promoters are required to select at least six names for the proposed company and secure the name availability by making an application to the Registrar of Companies of the State in which they want to have the proposed company incorporated. The application is required to be made in e-form 1A as prescribed in the Companies (Central Government’s) General Rules and Forms (Amendment) Rules, 2006, for the purpose, along with the prescribed application fee of Rs. 500/-. While applying for a name in the prescribed e-form-1A, using Digital Signature Certificate (DSC), the applicant shall be required to furnish a declaration to the effect that: (i) he has used the search facilities available on the portal of the Ministry of Corporate Affairs (MCA) i.e., www.mca.gov.in/MCA21 for checking the resemblance of the proposed name(s) with the companies and Limited Liability Partnerships (LLPs) respectively already registered or the names already approved. (ii) the proposed name(s) is/are not infringing the registered trademarks or a trademark which is subject of an application for registration, of any other person under the Trade Marks Act, 1999; (iii) the proposed name(s) is/are not in violation of the provisions of Emblems and Names (Prevention of Improper Use) Act, 1950 as amended from time to time; (iv) the proposed name(s) is not such that its use by the company will constitute an offence under any law for the time being in force. (v) the proposed name is not offensive to any section of people, e.g., proposed name does not contain profanity or words or phrases that are generally considered a slur against an ethnic group, religion, gender or heredity; (vi) he has gone through all the prescribed guidelines, understood the meaning thereof and the proposed name(s) is/are in conformity thereof; (vii) he undertakes to be fully responsible for the consequences, in case the name is subsequently found to be in contravention of the prescribed guidelines. There is an option in the e-form 1A for certification by the practicing Chartered Accountants, Company Secretaries and Cost Accountants, who will certify that he has used the search facilities available on the portal of the Ministry of Corporate Affairs (MCA) i.e., www.mca.gov.in/MCA21 for checking the resemblance of the proposed name(s) approved and the search report is attached with the application form. The professional will also certify that the proposed name is not an undesirable name under the provisions of section 20 of the Companies Act, 1956 and also is in conformity with Name Availability Guidelines, 2011. Where e-form 1A has been certified by the professional, the name will be made available by the system online to the applicant without backend processing by the Registrar of Companies (ROC). This facility is not available for applications for change of name of existing companies. The professional shall be liable for penal action under provisions of the Companies Act, 1956 in addition to the penal action under Regulations of respective professional Institutes in case of non-compliance with these guidelines. Where e-form 1A has not been certified by the professional, the proposed name will be processed at the back end office of ROC and availability or non availability of name will be communicated to the applicant. The name, if made available to the applicant, shall be reserved for sixty days from the date of approval. If, the proposed company has not been incorporated within such period, the name shall be lapsed and will be available for other applicants. Even after incorporation of the company, the Central Government has the power to direct the company to change the name under section 22 of the Companies Act, 1956, if it comes to his notice or is brought to his notice through an application that the name too nearly resembles that of another existing company or a registered trademark. (3) Drafting and Printing of Memorandum and Articles of Association After ascertaining name availability from the Registrar of Companies steps should be taken to get the memorandum and articles of association for the proposed company drafted and printed. A public company limited by shares need not necessarily prepare and get its articles of association registered along with its memorandum of association. In such a case, Table “A” of Schedule I to the Companies Act, 1956 shall apply. However, as a matter of practice, every company gets the articles prepared to suit its individual requirements, and registered along with the memorandum of association. Before getting the memorandum and articles printed, it is advisable to have their drafts vetted by the concerned Registrar of Companies to avoid unnecessary expenditure of time and money in getting them printed and reprinted after incorporating modifications etc. that may be suggested by the Registrar. This would be specially desirable where promoters have no prior experience of company formation. After the vetting by Registrar, the memorandum and articles may be printed as required by Section 15 of the Act. If the promoters plan to get the securities of the proposed company listed with one or more designated stock exchanges, it is advisable to send the draft of the memorandum and articles of association to those stock exchanges for their scrutiny and suggestion to the effect whether they would like to have certain articles incorporated therein in compliance with the provisions of the Listing Agreements of the stock exchanges. (4) Stamping and Signing of Memorandum and Articles The memorandum and articles should be got printed and stamped by the appropriate State Authority (Collector of Stamps) under the Indian Stamp Act. Thereafter, the memorandum and the articles should be signed by at least seven subscribers. Each subscriber to the memorandum shall write in his/her own hand, his/her father/husband’s name, occupation, address and the number of shares subscribed for by him/her. The signatures of all the subscribers shall also be witnessed. The witness shall also sign and write in his own hand, his name, his father’s name, occupation and address. It is pertinent to note the Stamping is a subject matter of “State Revenue” and not a matter of the Central Government. Hence the Stamp Duty payable on the Memorandum and/or the Articles of Association shall be determined according to the place of incorporation of the company. W.e.f. 1.04.2010 companies are required to make payment of stamp duty electronically in respect of those states which have authorised Central Govt. To collect stamp duty on their behalf. (5) Dating of Memorandum and Articles of Association The memorandum and articles are then dated, but the date must be a date of stamping or later than the date of their stamping and not, in any event, a date prior to the date of their stamping. (6) Filing of Documents and Forms for Registration e-form 1 is required to be filed as an application and declaration for incorporation of a company having Memorandum, Articles of Association, details of subscribers as attachments. The following forms and documents, which are prescribed under the Companies Act, 1956 and the Companies (Central Government’s) General Rules and Forms (Amendment) Rules, 2006 are required to be prepared, signed and filed with the concerned Registrar of Companies for the purpose of getting the company incorporated:- Forms (i) e-form 1 – Application and declaration for incorporation of a company filed pursuant to sections 33(1) and (2) of the Companies Act, 1956, containing the Service request number of form 1A (application for availability of name), Name of Company, Name of State in which company is to be registered, name of office of registrar, Capital Structure, details of number of members, main division of industrial activity of the company details of promoters, particulars of payment of stamp duty, Memorandum and articles of association (as attachments), details of subscribers (as attachment) along with the following declaration: I ………, Son/daughter/wife of ……do solemnly declare as under: (i) That I am — An advocate of the Supreme Court or a High Court who is engaged in the formation of the company; or — An attorney or pleader entitled to appear before a high court who is engaged in the formation of the company: or — A company secretary (in whole-time practice) in India who is engaged in the formation of the company: or — A chartered accountant (in whole-time practice) in India who is engaged in the formation of the company; or — A person named in the articles as a director, manager or secretary of the company. (ii) And I, further declare that the particulars given above are true to the best of my knowledge and belief; (iii) Form 18 and 32 are also being filed simultaneously; (iv) I further confirm that I am duly authorised to submit this application; and that all the particulars mentioned above are as provided in the articles of association as subscribed by the subscribers of the company; (v) That all the requirements of the Companies Act, 1956 and rules there under in respect of all the matters precedent in the registration of the company and incidental thereto have been complied with and I make this solemn declaration conscientiously believing the same to be true; (vi) That the company has paid correct stamp duty as per applicable Stamp Act. (vii) That the subscribers have given declaration of details of his/her conviction by any court for any offence involving moral turpitude or economic or criminal offences or for any offences in connection with the promotion, formation or management of a company. (viii) That the subscribers have given declaration that he/she has not been declared as proclaimed offender by any Economic Offence Court or Judicial Magistrate Court or High Court or any other court. (ii) e-form 18 relating to notice of situation or change of situation of Registered office filed pursuant to Section 146 of the Companies Act, 1956 contains notice of situation or of the change in situation of registered office of the company. This form is pre certified by any one of these professionals – company secretary or chartered accountant or cost accountant (in wholetime practice). (iii) e-form 32 filed pursuant to Section 303(2), 264(2) or 266(1)(a) and 266(1)(b)(iii) of the Companies Act. containing prescribed particulars of directors including managing/whole-time director/manager/secretary, if any and the changes among them or consent of candidate to act as a managing director or director or manager or secretary of a company and/or undertaking to take and pay for qualification shares. E-Form 32 is also required to be pre-certified by company secretary or chartered accountant or cost accountant (in whole-time practice). A written signed consent on a plain paper of every person who is being appointed as a director are also required to be attached with the e-form 32. [Prior to MCA21 regime, the consent to act as director was being given separately in Form No. 29]. It is important to note that every person who is to be appointed as director must have “Director’s Identification Number (DIN)”. If the proposed director does not already have a DIN, he/she must obtain the same before filling up the e-form 32. This can be obtained by making an application on the MCA portal in form DIN-1. Documents (i) A physical copy of the printed memorandum and articles of association duly stamped, signed and dated is to be sent separately with ROC. It may be noted that in the case of a public limited company, registration of articles of association with the Registrar is optional, but in the case of a private limited company, registration of articles of association with the Registrar is compulsory [Refer Section 3(1)(iii)] of the Companies Act, 1956]. (ii) Any agreement that the company on incorporation proposes to enter into with any person for appointment as its managing director or whole-time director or manager, as an attachment (optional) with e-form 1. (iii) General power of attorney on a non-judicial stamp paper of the appropriate value as applicable in the state signed by all the subscribers, in favour of one of them or any other person, for making alterations etc.; on their behalf, in the memorandum and articles of association and other documents/forms filed with the Registrar of Companies, if suggested by the Registrar. (7) Pre-Certification Form 18 and 32 are required to be pre-certified by a company secretary or chartered accountant or cost accountant in whole-time practice. (8) Registration and Filing Fee Promoters must make sure to remit to the Registrar, along with the above forms/documents, the prescribed registration fee and fee for filing of forms as per the rates contained in Schedule X to the Companies Act, 1956. The fee payable for the purpose can be remitted either electronically (by using a Credit Card or by electronic Bank transfer) or by cash/draft through challan generated electronically on submission of the e-form. (9) Minimum Paid-up Capital Ensure that the minimum paid-up capital is 5 lakh rupees or such higher paid-up capital as may be prescribed. (10) Scrutiny of Documents and Forms by Registrar On receipt of the aforementioned documents, office of the Registrar of Companies will scrutinise them and if they are found complete in all respects, the Registrar will register the company and generate a CIN No. If the Registrar finds any defect or deficiency in any of the documents or forms, the attorney will be called by a communication to visit his office to remove the defect or make up the deficiency, whereafter the Registrar will register the company. (11) Issue of Certificate of Incorporation by Registrar After the registration of the company, the Registrar will issue under his hand and seal of his office, the Certificate of Incorporation in the name of the company and send it through post. One may also take printout of the Certificate of Incorporation generated online. The date given by the Registrar in the Certificate of Incorporation will be the date of incorporation of the company, on which date the company will be considered to have come into existence as a legal entity separate from its subscribers. (12) Certificate of Commencement of Business On registration, a public company can’t commence business so long it does not obtain Certificate of Commencement of Business. Hope answer was helpful to you Regards, Arjun Pratap Singh
(1) Obtain Director Identification Number (DIN) (2) Acquire Digital Signature Certificate (DSC) (3) Proposing the name of the Company and ascertaining its availability from the ROC (4) Drafting and Printing of Memorandum and Articles of Association (5) Stamping and Signing of Memorandum and Articles (6) Dating of Memorandum and Articles of Association (7) Filing of Documents and Forms for Registration (8) Pre-Certification (9) Registration and Filing Fee (10) Minimum Paid-up Capital (11) Scrutiny of Documents and Forms by Registrar (12) Issue of Certificate of Incorporation by Registrar (13) Certificate of Commencement of Business Thanks
Company is a a legal entity, allowed by legislation, which permits a group of people, as shareholders, to apply to the government for an independent organization to be created, which can then focus on pursuing set objectives, and empowered with legal rights which are usually only reserved for individuals, such as to sue and be sued, own property, hire employees or loan and borrow money. Incorporation / Formation of company involve a number of steps. We have tried to simplify the procedure to the maximum extent possible. Minimum Requirement of a Private Company: Minimum 2 Shareholders Minimum 2 Directors (The directors and shareholders can be same person) Minimum Authorised Share Capital shall be Rs. 100,000 (INR One Lac) DSC (Digital Signature Certificate) for all the Directors (for applying of DIN) DIN (Director Identification Number) for all the Directors Minimum Requirement of a Public Company: Minimum 7 Shareholders Minimum 3 Directors (The directors and shareholders can be same person) Minimum Authorised Share Capital shall be Rs. 500,000 (INR Five Lac) DIN (Director Identification Number) for all the Directors DSC (Digital Signature Certificate) for one of the Directors Brief of procedure / steps to company incorporation: S.No. Procedure Detail 1 Obtain Digital Signature Certificate (DSC) Obtain a Digital Signature Certificate from authorized DSC issuing authority. 2 Obtain Director Identification No. (DIN) [S.153] Make Application in Form DIR-3 [Rule 9 of Chapter XI Rules] 3 Register DSC in the name of Director on MCA portal 4 Apply for Reservation of Name [S.4(4)] Application in Form No. INC.1 [Rule 9]. The same shall be reserved for a period of 60 days 5 Drafting and Printing of Memorandum and Articles of Asociation 6 Filing of INC -7, DIR 12 & INC 22Adoption of Memorandum of Association [S.4(6)]Adoption of Articles of Association [S.5(6)] Discussed Later 7 Commencement of business [S.11] Mandatory to file Declaration with ROC in Form No. INC.21 [Rule 24] 8 Registered Office [S.12] A company shall have a registered office within 15 days of Incorporation and it shall file Form No.INC.22 [Rule 25] to verify the same Step 1: DSC The basic step to company incorporation is to get DSC made of all directors. The Information Technology Act, 2000 provides for use of Digital Signatures on the documents submitted in electronic form in order to ensure the security and authenticity of the documents filed electronically. This is the only secure and authentic way that a document can be submitted electronically. As such, all filings done by the companies under MCA21 e-Governance programme are required to be filed with the use of Digital Signatures by the person authorised to sign the documents. Names of Certification Agency (CA) from where DSC can be acquired are MTNL CA, TCS, IDBRT, SAFESCRYPT (SATYAM), nCODE Solutions, NIC, Central Excise & Customs (Does not issue DSCs to person other than those from the Department), e-Mudhra (3i Infotech Consumer Services Limited). Step 2: Acquire Director Identification Number The concept of a Director Identification Number (DIN) has been introduced for the first time with the insertion of Sections 266A to 266G of Companies (Amendment) Act, 2006. As such, all the existing and intending Directors have to obtain DIN within the prescribed time-frame as notified. INCOME TAX PAN IS MANDATORY, so before applying of DIN a person must have his PAN number. Details on PAN and DIN must be same. Step by step Process Step by step process to be followed by the applicant is as under: As per the revised procedure for DIN Allotment, any person intending to apply for DIN shall have to make an application in eForm DIR 3 and should follow the following procedure: eForm DIR -3 has to follow the offline eFiling process i.e. the form can be downloaded from MCA 21 portal and thereafter be filled up without internet connection. The connection is required only for validating the form. Attach the photograph and scanned copy of supporting documents i.e. proof of identity, and proof of residence as per the guidelines. Physical documents are not required to submit at DIN cell. Identity Proof: In case of Indian nationals, Income-tax PAN is a mandatory requirement for proof of identity. In case of foreign nationals, passport is a mandatory requirement for proof of identity. Proof of identify enclosed with eForm DIR-3 should also contain the date of birth of the applicant and the same should match the date of birth filled in the application form. In case the proof of identify does not indicate the Date of Birth then additional proof of Date of Birth, duly certified/ attested, should be attached. Address Proof: Passport, Election (voter identity) card, and Ration card, driving license, electricity bill, telephone bill or aadhaar All Documents should be verified by CA/CS/CMA. Name of person proposed to be the directors, address of directors and other details should be correctly filed. Issue which arises is that details of Directors as given in DIN should match with that which is filled in INC 7 but it is not necessary that the address in address proof as sent for DSC is same in address proof as required in INC 7. So, here is an analysis: Address Proof as required: PAN Application DIR 3 Inc 7 Aadhaar Card issued by the Unique Identification Authority of India Passport Bank Statement Elector’s photo identity card Election (voter identity) card Electricity Bill Driving License Ration card Telephone Bill Passport Driving License Mobile Bill Passport of the spouse Electricity Bill Post office passbook having address of the applicant Telephone Bill Latest property tax assessment order Aadhaar Domicile certificate issued by the Government Allotment letter of accommodation issued by Central or State Government of not more than three years old Property Registration Document Copy of following documents of not more than three months oldElectricity BillLandline Telephone or Broadband connection bill Water Bill Consumer gas connection card or book or piped gas bill Bank account statement or as per note 2 Depository account statement Credit card statement Certificate of Address in Original signed by a Member of Parliament or Member of Legislative Assembly or Municipal Councilor or a Gazetted officer, as the case may be (in prescribed format) Employer certificate in original (in prescribed format). So, plan accordingly that address required for each of the forms should be the same in atleast one of document required. These documents should not be more than 2 months old. In bank statement, passbook print of transactions in last two months is to be attached. The eForm shall have to be digitally signed and shall be uploaded on MCA21 portal. Upon upload, Pay the fees for DIR 3 eForm. Only electronic payment of the fees shall be allowed (i.e. Netbanking / Credit Card). No challan payment will be accepted under revised procedure of DIN allotment. The applicant is required to get himself/herself registered on the MCA21 Portal to obtain login id, which is necessary for payment of the fees. After obtaining the login-id, Login to the MCA21 portal and click on ‘eForm upload’ link available under the ‘eForms’ tab for uploading the eForm DIR 3. eForm DIR -3 will be processed only after the DIN application fee is paid. Upon upload and successful payment, In case Form DIR-3 is signed by a practicing professional and details have not been identified as potential duplicate, Approved DIN shall be generated and if the details have been identified as potential duplicate, Provisional DIN shall be genrated. In case Form DIR-3 is signed by an applicant or by the Managing Director/ existing director of the Company in which the applicant is a Director or the Company Secretary in full time employment of the Company, or details have been identified as a potential duplicate, provisional DIN shall be generated. Processing of e Form DIR 3 In case, DIR-3 gets certified by the professional ( i.e. CA/ CS/ CWA in whole time practice), the DIN will be approved by the system immediately online(in case it is not potential duplicate). In case of signing by any other signatory (i.e. director/ Managing Director/ secretary of the company with which applicant is to be associated), the MCA DIN cell will examine the e Form DIR-3 and same shall be disposed of within one or two days. After the DIN getting approved, Approval Letter must be downloaded from MCA21. It may be a person has already DIN number, but it mismatches with the Income Tax PAN. If PAN detail is wrong, correct the details by applying to Income Tax Authorities or if details of DIN is wrong, file DIR -6 Director is required to download and fill up eForm DIR-6 for such changes and follow the same process for uploading the same as mentioned for eForm DIR-3. The requested change is taken into the system on verification of the proof enclosed with the application for change request. In the case of change in applicant’s name, gazette notification is must with form DIR-6. Married women, who are having Id proof with their maiden name, can submit marriage certificate along with application. Verification as per Form DIR-7 of Companies Act 2013 also needs to be attached to Form DIR-6 as it is a mandatory attachment now. All documents are to be verified by the professional. There is no fees charged for DIR 6. Form is accepted by STP mode if name, father’s name or date of birth is changed, for other cases, potential duplicacy arises and the form is processed by MCA officials. But, to file DIN -6 for change in DIN particulars, DIFFERENT ADDRESS PROOF IS REQUIRED unlike DIR 3 for application of DIN number. Address proofs like bank statements, electricity bill, telephone bill, utility bills etc. shall be attached. In case of Indian director/ designated partner, documents should not be older than 2 months from the date of filing of the eForm. In case of foreign director/ designated partner, address proof should not be older than 1 year from the date of filing of the eForm. Copy of verification by the director/ designated partner is mandatory to attach if the eForm. In case of proofs which are in languages other than Hindi/ English, the proofs should be translated in Hindi / English from professional translator carrying his details (name, signature, address) and seal. Step 3: Register DSC Third step is to register DSC of the person authorized to sign E-forms on MCA21 or click on the link http://www.mca.gov.in/DCAPortalWeb/dca/MyMCALogin.do?method=setDefaultProperty&mode=36 Step 4: Apply for Reservation of Name [S.4(4)] As per section 4(4) of Companies Act, 2013 read with rule 9 of Companies Incorporation Rules, 2014, application is to be made to registrar for reservation of name. 6 names can be proposed after checking its availability at MCA21 and as per guidelines given in the said rules While applying for a name in the Form INC -1, using Digital Signature Certificate (DSC), the applicant shall be required to verify that: he is a promoter (proposed first subscriber to the MoA) and is authorized by the other proposed first subscribers to sign and submit he application. He has gone through the provisions of Companies Act, 2013, the Rules there under and prescribed guidelines framed there under in respect of reservation of name, understood the meaning thereof. he has used the search facilities available on the portal of the Ministry of Corporate Affairs (MCA) i.e., www.mca.gov.in/MCA21 for checking the resemblance of the proposed name(s) with the companies and Limited Liability Partnerships (LPs) respectively already registered or the names already approved. He has also used the search facility for checking the resemblances of the proposed names with registered or applied trademarks. the proposed name(s) is/are not in violation of the provisions of Emblems and Names (Prevention of Improper Use) Act, 1950 as amended from time to time; the proposed name is not offensive to any section of people, e.g., proposed name does not contain profanity or words or phrases that are generally considered a slur against an ethnic group, religion, gender or heredity (vi) the proposed name(s) is not such that its use by the company will constitute an offence under any law for the time being in force. he has complied with al the mandated requirements of the respective Act/regulator, such as IRDA, RBI, SEBI, MCA etc. (applicable only in case proposed name includes words like Insurance, Bank, Stock Exchange, Venture Capital, Asset Management, Nidhi, Mutual Fund, Finance, Investment, Leasing, Hire purchase etc. or any combination thereof) to the best of his knowledge and belief, the information given in the application and its attachments is correct and complete, and noting relevant o this form has been suppressed. he undertakes to be fully responsible for the consequences, in case the name is subsequently found to be in contravention of Section 4 of the Act, rules made there under and the prescribed guidelines.