Steps for Company incorporation and required documents

Nilesh M Kharche, LLB, CS

Among all other vehicles of doing business, a Company form is well appreciated by the business world considering its benefits such as limited liability, separate legal entity, credibility, tax benefits etc. Once the decision to form a Company taken some preliminary activities need to be undertaken such as gathering the required no of subscribers to Memorandum of Association (Two in case of Pvt Ltd and Seven in case of public ltd) and Directors (Two in case of Pvt Ltd and three in case of public ltd), fixing the proposed name, finding the professional for incorporation of a company, framing MOA, AOA etc. Upon completion of these preliminary activities a Company can be incorporated in two ways:

1. Incorporation through normal route i.e. other than Integrated Incorporation form (IIF)
   
2. Incorporation under Integrated Incorporation form (IIF)

1. Incorporation other than Integrated Incorporation form (IIF)

Following steps need to be taken under Incorporation through normal route:

I. Obtain Digital Signature Certificate (DSC)

II. Obtain Director Identification Number (DIN)

III. Name approval

IV. Filing of other forms and documents with RoC

V. Getting Certificate of Incorporation

The abovementioned steps with required documents are explained as follows:

I. Obtaining of DSC (class II)

a. Purpose

Digital signature is an electronic signature of a person it is required for submission of various documents with various authorities such as Registrar of Companies (RoC), Income Tax department and we will need this initially for the purpose of submission of various documents with RoC in connection with incorporation of a Company.

b. Class II DSC is required to incorporate the Company and it can be obtained from the DSC vendors, in many cases through the professionals who help in incorporation.

c. Required documents:

i. Duly signed DSC form with one signature on the top of the DSC form across the photo

ii. Identity Proof (PAN (compulsory for Indian)/Passport/ DL/Post Office ID/Govt. Id/Bank A/c passbook)

iii. Address Proof (Telephone bill/Electricity bill/ Water bill/Gas connection/Bank statement/ DL/Voters ID/ Passport/Service Tax, VAT registration) Address need to have PIN

All these documents need to be translated in English if they are not in English along with necessary certification/notarization.

II. Obtaining of DIN for the Directors- DIR 3

a. Purpose:

DIN is a Unique Identification number required to be obtained by every individual who wishes to be a Director of any Company in India.

b. DIN can be obtained through filing form DIR3 online. This form is required to be signed by applicant and either by practicing professional or CS in whole time employment/director in case of existing Company. This form will be verified and DIN will be allotted as per the procedure.

c. Required documents:

i. Two color Photographs one is attested and one without attestation

ii. Identity Proof (PAN for Indian/Passport for foreigners)

iii. Address Proof (Passport/Voters ID/Ration card/DL/electricity bill/Telephone bill/ Adhar card.)

iv. Copy of Verification by applicant as per DIN4

v. DSC of the concerned Director

All these documents need to be translated in English if they are not in English along with necessary certification/notarization.

III. Obtaining of name approval- INC1

a. Purpose

A Company need to be incorporated with the name for the basic purpose of getting rightly identified by all the stakeholders and indicating its business in some manner.

b. A name for the proposed Company need to be decided by the promoters. The name needs to be as per the applicable guidelines including the trademark search. It is advisable to select 6 names in descending order of preference. Once the name is decided the application for getting the name approval need to be filed in INC1. The RoC may reserve such name for a period of 60 days within which all other activities need to be completed.

c. Required documents:

i. Name justification/ significance letter duly signed by all of the proposed Directors/ Promoters and notarized

ii. Proof of relation if the proposed name includes the names of relatives

iii. Other approvals, NOCs case to case basis

iv. DSC of any one of Director and/or of professional

IV. Filing of Form INC 7- Declaration for incorporation

a. Purpose

Every Company has the purpose behind its formation expressed it in its Objects. It also need to have its AOA along with its MOA describing set of rules which will govern the conduct of the Members between them e.g. holding of meeting, raising of funds etc. A Company also needs to have a Registered Office to enable stakeholders to send notices etc at such office. Various declarations/affidavits also need to be submitted with the RoC in terms of the CA 2013. All of these need to be filed in the form INC7. These can be filed with the help of a professional.

b. Required documents:

i. Memorandum of Association and Articles of Association

ii. Form INC 8- declaration from professional

iii. Affidavit in INC 9- affidavit from subscribers

iv. Specimen signature of subscribers in INC 10

v. Proof of residential address

vi. Proof of Identity- PAN

vii. Proof of Nationality,

viii. NOC and other documents case to case basis and DSC

V. Filing of Form INC 22- Situation of Registered Office

a. Purpose

Every Company shall have its Registered Office to which all the communication can be send by various stakeholders and from where the Company will operate and that place should be suitable for the said purpose. Company need to file INC 22 at the time of incorporation or within 15 days of incorporation of a Company

b. Required documents:

1. Proof of Registered Office Address * (Conveyance, Lease deed, Rent agreement along with the rent receipts) etc;
2. Copies of the utility bill as mentioned above (not older than one month)*
3. 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) (NOC)*
4. List of all companies (specifying their CIN) having the same registered office address
5. DSC of any one of the Director

VI. Filing of DIR12- Particulars of Directors

a. Purpose

A company being artificial person it needs to be managed by some individual directors with the stipulated strength and they should be competent to manage the company and should not be disqualified from being the directors and should follow necessary compliances as per the provisions of the Companies Act.

b. Required documents:

1. Consent to act as the Directors of the proposed company-DIR 2
2. Declaration by proposed directors regarding compliance of certain provisions- INC9
3. Interest in other entities
4. DSC

VII. Obtaining of Certificate of Incorporation

After filing of the abovementioned forms respective Registrar of Companies having the jurisdiction will issue a Certificate of Incorporation upon finding all the documents in order and as per the provisions of the Companies Act, 2013.

2.  Incorporation under Integrated Incorporation Form

MCA to avoid the filing of the various forms at various times and to speed up the process of incorporation introduced the Integrated Incorporation Form- INC 29 effective from 01^st May 2015. A Company can be incorporated under this route with the following steps:

i. Obtain DSC

ii. Obtain the DIN if the no of Director is more than three, if the proposed no of Directors is less than 3 then there is no need of acquiring DIN separately through eForm DIR3

iii. Engage a professional

iv. Finalize a name for the proposed Company after the name search at MCA and trademark search. Please note that in INC 29 only one name can be proposed as against INC 1 in which 6 names can be given

v. Prepare/arrange the documents such as MOA, AOA, Declaration from professional, Affidavits from subscribers, their consent to act as Directors, their Address & Id proofs

vi. Identify and fix the place for the Registered Office and arrange the related documents such as lease agreement, utility bill, NOC etc. Please note that if the correspondence address needs to be mentioned in the INC 29 and if it is not same as the Registered Office address then the company need to file INC 22 for Registered Office address within 15 days of incorporation

vii. Fill the INC22, attach the required documents to the form and file the same on-line

viii. Respond to the queries if any raised

ix. Registrar of Companies having the jurisdiction will issue a Certificate of Incorporation upon finding all the documents in order and as per the provisions of the Companies Act, 2013.