Procedure of Incorporation of Company under Companies Act 2013

“Unlock the process of incorporating a company under Companies Act 2013 with our step-by-step guide. From MCA portal registration to obtaining Digital Signature Certificates and filing relevant forms, ensure a seamless journey.”

1. REGISTRATION ON THE MCA V3 PORTAL

The basic necessity for availing incorporation services through the SPICe+ Web form is to create a login account in case of new users

1. Click on the ‘Sign In/Sign Up’ option on the top right-hand side of the homepage then click on the register button.

2. Next select User Category as Business User* and then Select the User Role fill in the required login details and click the Create My Account button.

3. An OTP will be generated to the user’s Mobile number, and after feeding the OTP a registration confirmation shall be sent to the email address of the user.

Note:

• Registration can be of two types:

1. Registered User: Any individual can have access to all the basic e-services of MCA and has a password-based login.

2. Business User: Practicing members of ICSI/ICAI/ICWAI and individuals associated with companies such as Directors, Managers, secretaries, etc can have access to certain specific services in addition to all the basic e-services of MCA available to the registered users and has a Digital Signature Certificate-based login.

2. OBTAIN DIGITAL SIGNATURE CERTIFICATE

Once the company name has been approved by MCA and registered, the next step is procuring a Digital Signature Certificate.

Digital Signature Certificate is a form of a digital key, which holds all the vital information about the registered signatory like name, address, email, phone number, and the authority which has provided the certificate.

The director can apply for a DSC from any certified authority for example Emudra, Pantagon Sign etc.

3. APPLYING FOR DIRECTOR IDENTIFICATION NUMBER OR DIN:

 The Director Identification Number (DIN) is an identification number for a director and it has to be obtained by anyone who wants to be a director in a company. SPICe+ is a web-based company registration form, through which DIN can be obtained for a maximum of three directors. If there are more directors not having DIN need to file Form No.-DIR-3.

4. FILL OUT PART–A OF THE SPICE+ FORM:

1. The first and foremost step in the company registration process is reserving the name of the company in Part-A of the SPICe+ form with details as given below:

1. Type, class, category, and sub-category of Company.

2. Main Division of Industrial Activity of the Company and description of the main division. Select 5-digit NIC codes (user can select a maximum of 3 NIC codes) In case the user selects more than 1 NIC code, then he/she shall select one of the NIC codes as the primary NIC code to identify the CIN number

3. Proposed names (Maximum 02 names) for the prospective company ensuring that the proposed names do not contain any word prohibited under the provisions of the Companies Act, 2013 and the rules made thereunder.

4. Upon filling in all the information as stated above, the applicant shall submit the Part-A of the SPICe+ form choosing either to apply for name reservation separately and pay a fee of Rs. 1000/- or proceed with the company incorporation.

Note:

• It is recommendable to attach objectives in detail so that there will be no ambiguity in the mind of the approver while approving the name of the proposed company and No Objection Certificates (NOCs) [in case approval from any Sectoral Regulator is required and had been applied for the proposed name] is mandatory to be attached along with Part A of SPICe+ form.
• Only one file is allowed to be uploaded as an attachment of a maximum of 10MB size for Part-A of the SPICe+ form.

**Precautions need to be taken before applying the reservation of the name of the Company:

1. The Proposed Name should be unique and depict the main object of the company.

2. The Proposed Name should not be offensive.

3. The Proposed Name should not give any impression that it is linked with any Government or State of India.

5. DOCUMENTS OF THE DIRECTORS AND SHAREHOLDERS OF THE COMPANY:

• Proof of identification of all the company’s directors and shareholders (partners in case of LLP). Any one of the below documents can be submitted as proof of identification:

1. Pan card

2. Aadhar card

3. Driving license/ Passport/Voter ID Card

• Proof of address of all the directors and shareholders. Any one of the below documents can be submitted as address proof:

1. Latest telephone bill (not older than 2 months)

2. Latest electricity bill (not older than 2 months)

3. Bank account statement having the address

4. DIN and DSC of all the directors.

• Proof of registered office of the company. The below documents must be submitted as address proof of the company:

1. Tenancy/rental agreement between the landlord and company.

2. Letter or NOC from the landlord of his/her permission to use the office/premises as the company’s registered office.

3. Sale deed of the company office premises in the name of the company.

6. FILL PART B OF THE SPICE+ FORM:

The next step in the incorporation procedure is to Access Service Request Number (SRN) dashboard by clicking on the Mini Dashboard tab to fill in the information in Part-B of the SPICe+ form as under:

1. Details of the company’s capital structure

2. Details of the registered office address

3. Details of the first subscribers and directors

4. Particulars of Payment of Stamp Duty

5. Details about jurisdiction for obtaining Permanent Account Number/Tax Collection Account Number.

2. The application for incorporation of a company shall be supported with the following attachments:

1. Utility Bill of registered office (not older than 02 months)

2. Declaration by the first director(s) and subscriber(s) in Form DIR-8.

3. Identity and Residential Proof of all the Subscribers (such as Permanent Account Number, Aadhaar Card, Bank Statement, Voter ID, Driving License, Passport)

4. Identity and Residential Proof of Applicant I (such as Permanent Account Number, Aadhaar Card, Bank Statement, Voter ID, Driving License, Passport)

5. Identity and Residential Proof of Applicant II (such as Permanent Account Number, Aadhaar Card, Bank Statement, Voter ID, Driving License, Passport)

6. Rent Agreement duly notarised and NOC from the Owner of the property (in case of rented property)

7. E-form DIR 2 (consent from all the Directors to act in such capacity)

8. Optional Attachments (if any).

3. After attaching all the necessary documents, the applicant shall submit the Part B of the SPICe+ form.

7. FILING OTHER RELEVANT FORMS (SPICE-AOA, SPICE-MOA, AND AGILE-PRO:

• The next step in the incorporation procedure is to submit the following forms:

1. Fill in the details in the e-form SPICE-AOA

2. Interpretation

3. Share capital and variation of rights

4. Lien

5. Calls on Shares

6. Transfer of shares

7. Transmission of Shares

8. Forfeiture of Shares

9. Alteration of capital

10. Capitalisation of profits

11. Buy-back of shares

12. General meetings

13. Proceedings at general meetings

14. Adjournment of meeting

15. Voting rights

16. Proxy

17. Board of Directors

18. Proceedings of the Board

19. Proceedings of the Board Chief Executive Officer, Manager, Company

Secretary or Chief Financial Officer

20. The Seal

21. Dividends and Reserve Accounts

22. Accounts

23. Winding Up

24. Indemnity

Fill in the details in the e-form SPICE-MOA.

1. Name Clause

2. Registered Office Clause

3. Objects Clause

4. Liability Clause

5. Capital Clause

6. Subscriber Clause

7. Nominee clause ( In case of OPC)

Fill in the details in the e-form AGILE-PRO for obtaining Goods and Services Tax Identification Number/ Employees’ Provident Fund Organisation/ Employee’s State Insurance Corporation /Profession Tax Registration and Opening of Bank A/c (as may be applicable)

8. UPLOAD THE DOCUMENTS FOR FINAL SUBMISSION:

1. After the completion of filling in all the requisite information, the applicant shall convert all the linked e-forms i.e., PART-B of SPICe+ form, SPICE-MOA, SPICE-AOA, AGILE-PRO, and INC-9 into PDF format and affix Digital Signatures on them for uploading in the sequence provided as under:

2. After the payment of applicable incorporation fees, the incorporation procedure gets completed

3. Any further changes/modifications to SPICe+ (even after generating pdf and affixing Digital Signature Certificate), can be made up to five times by editing the same web form application which has been saved, generating the updated pdf affixing Digital Signature Certificates and uploading the same.

4. The Incorporation Certificate may be received within 3-4 working days of successful submission subject to Central Registration Centre-Registrar of Company approval.

9. POST-INCORPORATION COMPLIANCES:

1. In case the registered address is not provided in SPICe+, then e-Form INC-22 is required to be filed within thirty days of its incorporation, for intimating the registered office address to the concerned authority.

2. A statement shall be filed within 180 days of incorporating the company with the Registrar in Form INC 20A along with the charges as might be agreed by a director that each subscriber to the memorandum has share value consented to be taken by them on the date of creation of such an assertion to obtain a certificate of commencement of business