Procedure for incorporating section 8 companies:
(1) Where it is proved to the satisfaction of the Central Government that a person or an association of persons proposed to be registered under this Act as a limited company—
(a) has in its objects the promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object;
(b) intends to apply its profits, if any, or other income in promoting its objects; and
(c) intends to prohibit the payment of any dividend to its members,
CHECK FOR NAME AVAILABILITY AND APPLY FOR THE DESIRED NAME
The first step in incorporating a company is for reserving the name of the proposed company in part-A of SPICe Plus (SPICe+) form. In this form choose your business activity and file for two proposed names, if CRC (Central Registration centre) will reject the proposed name then file again with two new names within a certain time limit from the date of rejection (15 days).
DSC is mandatory for each and every applicant.
FILL THE APPLICATION FOR INCORPORATION (SPICe plus Form – SPICe+)
Once, your name gets reserved under it will be valid for 20 days from the date of approval, within 20 days you have to fill-up the respective application form for incorporation along with all the requisite attachments and documents and upload it online. SPICe+ is an advanced form combination of 8 forms in one. Through this proposed company can apply for at once:
Extension of reservation of name:
1. Upto 40 days from the date of approval on payment of Rs.1000 made before expiry of 20 days.
2. Upto 60 days from the date of approval on payment of Rs.2000 made before expiry of 40 days as referred in point (a).
3. Upto 60 days from the date of approval on payment of Rs.3000 made before expiry of 20 days.
Next step is to fill the part-B of SPICe + which will contain all the detail related to incorporating company like number total number of directors and members, Authorized share capital, paid-up capital, number of share hold by members, company registered address detail, directors and member detail and will required attachments for proof. Then draft the MOA (memorandum of association) and AOA (Article of Association) of the proposed company, then fill form required for EPFO and ESIC registration with detail, then Fill the AGILE form for procuring GSTIN. After filling all these attach the signature and then upload it on the MCA website.
For section 8 company applicants need to attach additional documents with SPICe+ form in part –B
- The physical copy of MOA draft duly signed by members and witnesses INC-13
- The physical copy of AOA draft duly signed by members and witnesses-INC31
- Prepare an estimate of the future annual income of the company for next 3 years, specifying the sources of the income and the objects of the expenditure.
- Declaration in form INC-14 by any practicing professional.
POST INCORPORATION COMPLIANCE
If at the time of Incorporation of the company, temporary address of the registered office was given then file notice of situation of registered office and verification there of ROC within 30 days of Incorporation in FORM INC-22 along with requisite documents and fees.
In case of a company having share capital, file a declaration in Form INC-20A (Certificate of commencement of Business) within 180 days of the date of Incorporation, with ROC that:
1. Every subscriber to MOA has paid the value of the shares agreed to be taken by him on the date of making such declaration; and
2. The company has filed with ROC a verification of its registered office.
1. Documents required for Incorporating Private Limited Company is as follow:
| ID proof of proposed Directors and members (anyone): | Address proof of proposed members and directors (anyone): |
| Passport | Telephone bill |
| Voter’s ID | Mobile Bill |
| Driving License | Bank statement |
| PAN card | Electricity bill |
| Aadhar card | |
| Photograph of the proposed director | |
| PAN and Aadhar are Mandatory | |
Declaration by each of the First directors in Form DIR-2, DIR-8, MBP-1
2. Address proof for the principal place of business of the proposed company (anyone)
- Utility bill like telephone bill, electricity bill, gas bill, water bill (Not older than 2 Months)
- Rent agreement with rent slip
- Proof of ownership
3. If any Subscriber to the Propose Company is a company/body corporate, then it is mandatory to attach:
Resolution passed by promoter/body corporate authorising to subscribe to MOA
Copy of PAN Card, Identity Proof and Address proof of authorized representative.
4. If any Subscriber to the Propose Company is a Foreign company/body corporate, then it is mandatory to attach:
Copy of COI of foreign body corporate and resolution passed.
Declaration from Foreign Company and /or company incorporated outside India, for not having PAN.
Copy of PAN Card, Identity Proof and Address proof of authorized representative.
Preparation and Filing of web Forms for Licence and Incorporation
Prepare and Download the following web for affixing DSCs:
1. Spice+ Part B (Inc-32)
2. Agile- Pro-S(INC-35);
3. Declaration in Form INC-9 (auto generated), where total no. of subscribers and/or directors are less than or equal to 20 and all such subscribers and /or directors have DIN/PAN.
For Existing Company
INC-12 Application for grant of License to an existing company under Section 8.
After affixing DSCs, upload the Forms
Spice+>>Agile Pro-S>>INC-9 (If applicable)
If any Deficiencies found 15 days time is given to remove such defects or deficiencies.
Note: The total period for re-submission of Documents shall not exceed 30 days.
After Filing Application for License and Incorporation
Certificate of Incorporation:
On being satisfied, CRC shall issue the license in Form INC-16 and Certificate of Incorporation (COI) in form INC-11, allot DIN (if applied for) and PAN and TAN of the company.
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