Company Law Series Chapter 2(B) Incorporation of Section 8 Companies

The Steps for incorporating a Section 8 company are as under:

(1) The promoter of the proposed entity will apply to the Ministry of Corporate Affairs for reservation of name in Form

(2) Once name is reserved, an application will be made for obtaining licence in Form No. INC 12. The application shall be accompanied by the following documents:

• The draft memorandum and articles of association of the proposed company (Form No. INC-13)
• the declaration in Form No. INC-14 by an Advocate, a Chartered Accountant, Cost Accountant or Company Secretary in practice, that the draft memorandum and articles of association have been drawn up in conformity with the provisions of section 8 and rules made thereunder and that all the requirements of the Act and the rules made thereunder relating to registration of the company under section 8 and matters incidental or supplemental thereto have been complied with;
• an estimate of the future annual income and expenditure of the company for next three years, specifying the sources of the income and the objects of the expenditure;
• the declaration by each of the persons making the application in Form No. INC.

(3)  After obtaining the license number, applicant can proceed further to incorporate a company by filing e forms SPICe.

(4) The incorporation procedure can be carried out through eForm SPICe (INC-32) deals with the single application for reservation of name, incorporation of a new company and/or application for allotment of DIN and/or application for PAN and TAN. This eForm is accompanied by supporting documents including details of Directors & subscribers, MoA and AoA etc.

(5) Once the eForm is processed and found complete, company would be registered and CIN would be allocated.

(6) Also DINs gets issued to the proposed Directors who do not have a valid DIN. Maximum three Directors are allowed for using this integrated form for filing application of allotment of DIN while incorporating a company. Also PAN and TAN would get issued to the Company.

Incorporation application is filed in Form e forms SPICe along with the following attachments:

1. Memorandum of Association;

2. Article of Association;

3. Declaration by professional in Form INC 8;

4. Affidavit by each subscriber of the memorandum in Form INC 9;

5. Address Proof of the subscribers;

6. Identity proof of subscribers;

7. Specimen Signature in Form INC 10;

8. PAN card;

9. NOC if there is any change in the name of promoters after name approval;

10. Board Resolution authorizing the subscription to MOA;

11. The verification of the registered office shall be filed in Form No. INC. 22 (when address for correspondence is the address of registered office of the company) and the following documents shall be attached thereto:

• • the registered document of the title of the premises of the registered office in the name of the company; or
  • the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;
  • the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and
  • the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two

12. Appointment of directors of the company in Form DIR 12 along with the following attachments:

• • Consent to act as Directors in Form DIR
  • Affidavit by the Directors for Not accepting Deposits (On Non- judicial stamp paper of Rs. 100/- and duly notarised).
  • Declaration by each Subscriber to Memorandum of Association (On Non- judicial stamp paper of Rs. 100/- and duly notarised) in Form INC-9

DISCLAIMER: THE ARTICLE IS BASED ON THE RELEVANT PROVISIONS AND AS PER THE INFORMATION EXISTING AT THE TIME OF THE PREPARATION.IN NO EVENT I SHALL BE LIABLE FOR ANY DIRECT AND INDIRECT RESULT FROM THIS ARTICLE. THIS IS ONLY A KNOWLEDGE SHARING INITIATIVE.

THE AUTHOR CAN BE REACHED AT VINAYAK.CHARU@GMAIL.COM