Incorporation of Trust or Foundation or Company under section 8 of Companies Act, 2013
For the welfare of society and environment, we need to constitute an organization for non-profitable activities like a trust, society, foundation etc. We here know about forming a trust under section 8 of the Companies Act, 2013 read with the Companies Incorporation Rules made thereunder. Section 8 company may Private Company or Public Company and need to take license from central government. Note that no need to file separately application before Regional Director (RD) to take license, now central government appoint to ROC to issue the license for Section 8 company and ROC issue the license on making application in form Spice+, no need to make separately.
Steps to incorporate a Trust or Foundation or Company under section 8 of Companies Act, 2013
| Step | Action | Particulars |
| 1. | Choose name | i. Name should not be similar to name of existing company, trade mark or website and no need to suffix word “Private Limited or Limited but it must end with the words prescribed for this purpose like foundation, forum, association, federation, chambers, confederation, council, electoral trust, etc. |
| 2. | Reserve Name through RUN
(Reserve Unique Name’ facility). |
i. Minimum two name has to be mentioned during making the online application on portal of MCA by RUN system and have to be made payment of Rs. 1000/-. Note that name should be mentioned in order of preference basis.
ii. If the Name is approved by CRC, they shall issue approval letter and will reserve the name for 20 days from day of approval. We can extend validity of reservation for further 20 days by making payment of Rs. 1000/-. iii. If CRC found name is similar or un-desirable, he give only one chance to re-submit the application without fee. iv. If name is similar to the existing name or trade mark, have to be attached a NOC from the owner or proprietor of concern name or trade mark name. |
| 3. | Pre-requisites | i. Required minimum Two promoters and Two directors. Promoters and directors may be same. Note that if promoters is not an Individual then need to appoint two individual directors also.
ii. Required to issue some shares to promoters and they will subscribe the MOA & AOA. iii. Have to purchase Digital Signature of all Promoters and Directors. iv. The trust will carry on activity for non-profitable business, if they will earn any profit, it will be use to only promotion of objects of trust. v. Make objects of trust which to be done by the trust. |
| 4. | Draft web-based e-form Spice+ for:
-Incorporation -DIN of Directors -Address of company -Appointment of director -PAN -TAN
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If CRC reserve the name, draft Spice+ form on web basis and fill the necessary details. Following details majorly required during filling of the form:
i. Address of office of the trust ii. Phone number and Email id for the trust iii. Mobile No. and Email id of promoters and directors iv. Education qualification of promoters and directors v. Place of birth of promoters and directors vi. Time period of stay at current address by promoters and directors vii. Occupation of promoters and directors viii. Whether any director is CA, CS, CMA or advocate? ix. Whether any is NRI or Not? x. Other companies, trusts and firms where directors have interest |
| Attachment of form Spice+
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i. Self-attested copy of PAN and Aadhar card of the all promoters and directors
ii. Self-attested copy for identity proof of the all promoters and directors (any one of voter card/Driving licence/Passport) iii. Self-attested copy of proof of residential address of the all promoters and directors (any one of Electricity Bill/Water Bill/Telephone Bill/ Bank Statement, all should not be older than 60 days) iv. Self-attested copy of PAN and Aadhar card of the all promoters and directors v. Passport size photo of the all directors vi. Consent in form DIR-2, from all proposed directors vii. Declaration from all promoters for not accepting deposit unless complied with the law. viii. List of Interest in other entity, if any from all directors ix. NOC and utility Bill, not older than 60 days (Electricity Bill/water bill/Telephone Bill) for the proof of address of registered office x. Signed Memorandum of Association (Form INC-13) xi. Signed Article of Association xii. Form INC-15, as Declaration from all promoters xiii. Form INC-14, as Declaration by professional like by an Advocate, a Chartered Accountant, Cost Accountant or Company Secretary in practice xiv. Projected Statement of Income and Expenditures, for three years (Note: If any proposed director already hold DIN, then no required to attached his identity proof and proof of residential address.) |
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| 5. | Draft Form Agile | Required the following important information to fill the form Agile on web basis:
i. Do you want to apply for GSTIN? ii. Whether the Establishment on Lease? iii. Nature of Business activity? iv. Details of all directors v. Who will be the Authorised Signatory? (Also, to be required validate the form by OTP through Mobile no and Email id of Authorised Person) vi. Police Station Name (in area where address of office of proposed company will situate). vii. Name of Bank where company will open current account |
| Attachments of Agile form:
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i. Proof of Principal place of business (if applying for GST)
ii. Proof of appointment of Authorized Signatory for GSTN (if applying for GST) iii. Proof of Identity of Authorized Signatory for opening Bank Account (PAN Card) iv. Proof of Address of Authorized Signatory for opening Bank Account (Utility Bill/Aadhar Card/Bank Statement) v. Specimen Signature of Authorized Signatory for EPFO |
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| 6. | E-form INC-9 | This form will generate automatically and have to be affix DSC of all promoters, at respected place in the form. |
| 7. | Pre-scrutiny of all e-form | Every e-form will pre-scrutiny after filled completely and have attached all required documents. |
| 8. | Submit | After pre-scrutiny of every form, click on submit option and then click on Okey to submit the web-based e-form. |
| 9. | Download | Now download all submitted forms. |
| 10 | Affix DSC | Now affix the DSC of applicant and other promoters at respected place, then affix the DSC of professional, where required. |
| 11. | Upload the e-form | Now upload the all e-forms at portal of MCA. All form will be filed as linked forms. Sequence of form will be, First Spice Part-II, then form Agile and on last form INC-9. |
| 12. | Make the payment of government fees | After filed the all forms, have to be made the payment of ROC fee, Stamp duty and MOA & AOA fees. (Amount of fee may be differ case to case) |
| 13. | Certificate of Incorporation (COI) | If ROC satisfy with all the documents and information as submitted by the applicant, ROC will issue the COI within 2-3 days.
In the COI following information given by the ROC: -Name of the company -CIN of the company –PAN and TAN of the company -Address of the company |
| 14. | Compliances after Incorporation | I. Hold meeting of Directors within 30 days of incorporation
II. Appoint first Auditors of the company within 30 days of Incorporation III. The promoters shall deposit subscriber amount by Bank/Cash into the current account of the company IV. Issue share certificate to subscribers of the MOA within Two month of incorporation V. Pay stamp duty on share certificate VI. File form INC-20A within 180 days of incorporation for commencement of business of the company along with proof of received of subscription amount from promoters. VII. Maintain record of Minutes of first Board meeting and Statutory Registers. |
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