Procedure of Incorporation of Company under Companies Act, 2013
|S. NO||RELEVANT SECTION LAW||STEPS||RELEVANT FORM TO BE FILED||DOCUMENTS REQUIRED|
|1||Per Section-149(1) (a) of Companies Act, 2013.there should be atleast 03 directors in case of Public Company and 02 directors in case of Private Company||Selection Finalisation of first director of Proposed company, out of whom atleast one individual should be resident in India||–||–|
|2||Per Section 3 of Companies Act 2013, there should be minimum 02 shareholders in case of Private Limited Company and 07 shareholders in case of Public Limited Company||Select the name of subscribers shareholders of Proposed company and percentage of their holding||–||–|
|3||Director Identification Number (DIN) is a unique identification number allotted to the existing director of the company or intending to be appointment as director of a company according to Section-153 of the Companies Act, 2013.||Apply for Director Identification Number (DIN) or we can also apply for DIN at the time of incorporation of Company. However, a maximum of three individuals shall be allocated DIN while incorporating company||Form- DIR-3 Can also apply at the time of incorporation through Web form SPICe+||Documents to be furnished for getting DIN application are:
· Identity proof: Copy of PAN card is mandatory.
· Address proof: Copy of passport or Voter Id or Ration card or Electricity bill or any other address proof.
· Passport size photograph (latest) in soft copy (.JPEG format).
· Current occupation.
· Email address of applicant.
· Education qualification and contact number of applicant.
|4||Digital Signature Certificates (DSC) are the digital equivalent (i.e. electronic format) of physical or paper certificates. Certificates serve as proof of identity of an individual for a certain purpose. Likewise, a digital certificate can be presented electronically to prove your identity, to access information or services on the Internet or to sign certain documents digitally||Apply for Digital Signatures (DSC) of first directors subscribers of Proposed company||–||Documents for applying DSC- · Copy of Self Attested PAN Card & Aadhar Card Passport Voter ID · Valid Mobile No.
· Valid Email ID · Passport size photograph (latest) · Signed DSC Form
|5||Selection of proposed Name of Company, its Capital Structure (Authorised Subscribed Issued Paid-up capital) and location of its Registered office, etc||Selection of proposed Name of Company, its Capital Structure, location place of its Registered office, etc.||–||–|
|6||Per Section-4(4) of The Companies Act, 2013 person can make an application to propose the name of the company to be registered with such forms and manner, to the Registrar for the reservation of a name set out in the application.||Name Approval: After the selection of name(s) of Proposed company, Application for name approval will be filed in relevant form and the approved name shall be available for a maximum of 20 days. After the expiry of 20 days, fresh form needs to be filed||Web Form SPICe+ – Part A||–|
|7||Drafting collation of documents||DIR-2, NOC from the owner of the property, Proof of Office address (Conveyance Lease deed Rent Agreement etc. along with rent receipts); Copy of the utility bills which should not be older than two months. In case of subscribers Director does not have a DIN, it is mandatory to attach: Proof of identity and residential address of the subscribers.||–||–|
|8||Memorandum of Association (MoA) of Company is like the constitution of the company and includes various clauses like-
1. Name clause: This defines the name of the company. A Public company ends with “Limited” and a Private company ends with “Private Limited”
2. Registered office clause or situation clause (section12) : This clause defines the place where the company is located.
3. Objects clause: This defines the purpose for which company is formed.
4. Liability clause: This defines whether the liability of the company’s members are unlimited or limited, I.e., limited by shares or guarantee.
5. Capital clause: This defines the amount of shares and its division. According to Section-4(6) of The Companies Act, 2013 MoA shall be in respective form as prescribed in Table A, B, C, D and E of Schedule-I as may be applicable.
|Drafting of Memorandum of Association (MoA) as per Proposed objects of Company||–||–|
|9||The AoA is an important document which explains the operation of the company, purpose for which Company is incorporated along with the information for the process of Appointment of Directors and also management of the financial Record of the company. According to Section-5(6) of The Companies Act, 2013 the Article (AoA) shall be in respective form provided in Table F, G, H, I and J of Schedule-I as may be applicable to such company.||Drafting of Article of Association( AoA) of Proposed Company||–||–|
|10||Application for Incorporation of Company – Per Section-7 of The Companies Act, 2013, application for incorporation of company shall be filed with the Registrar within whose jurisdiction the registered office of a company is proposed to be situated by filing Web-form SPICe+ (INC-32). Web form 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.||Filing of the Web form SPICe+ (Inc-32) form||Web Form SPICe+ (INC-32)||Documents to be furnished for Incorporation of a Company are:
· Draft MoA & AoA of Proposed Company Detail documents required of all directors subscribers
· Identity proof: Copy of PAN card is mandatory
· Address proof: Copy of passport or Voter Id or Ration card or Electricity bill or any other address proof
· Passport size photograph (latest) in soft copy (.JPEG format)
· Current occupation
· Email address
· Education qualification and contact number
In case Correspondance address is Registered office address- · Proof of office address
Copy of Utility bill that are not older than two months
|11||Per Section 10A of Companies Act 2013, A company incorporated after the commencement of the Companies (Amendment) Ordinance, 2018 and having a share capital shall not commence any business or exercise any borrowing powers unless- (a) a declaration is filed by a director within a period of one hundred and eighty days of the date of incorporation of the company in such form and verified in such manner as may be prescribed, with the Registrar that every subscriber to the memorandum has paid the value of the shares agreed to be taken by him on the date of making of such declaration; and (b) The company has filed with the Registrar a verification of its registered office as provided in sub-section (2) of section 12.||After incorporation, all companies having share capital shall be required to file form for commencement of business of company before commencing any business or exercising any borrowing power within 180 days of incorporation of company||Form INC-20A||–|