Steps to Form a Company Under New Companies Act, 2013

Incorporation of Company- Under Section 7 Of Companies Act 2013 read with the Companies (Incorporation ) Rules 2014

For incorporation of a company following steps is required to be followed:-

1.     First of all the company should obtain the Digital signature of atleast one person out of Managing Director , Manager or secretary of the company as now a days various documents are required to be signed online which is possible only through DSC.

2.     That after the company should apply for the DIN allotment for the persons who are going to be appointed as a director of the company. In case the person already holding a DIN then no such application is required to be made

3.     That after the company should make an application in Form No. INC 1 to the registrar for the reservation of the name of the proposed company. The Registrar on receipt of such application reserved the name for a period of 60 days from the date of application. However if after reservation of the Name by the Registrar it was found that the name was reserved by providing wrong information then if the company has not been incorporated then the reserved name will be cancelled and the person who has made the application for reservation of the name shall be liable with a penalty which may extend to Rs. 1 lakh. However if the company is incorporated with the reserved name then the Registrar after giving an opportunity of being heard may either direct the company to change the name within a period of three months by passing an ordinary resolution and take action for striking of the name of the company from the register of the company or make a petition for winding of the company.

4.     Next the company should draft the MOA and AOA as provided u/s 4 and 5 of the Companies Act 2013.

5.     Now the company should make an application to the Registrar within whose jurisdiction the registered office of the company is going to be situated in Form No. INC 2 (in case of One Person Company) and INC-7( other than One person Company).This form shall be filed within 60 days of making an application in Form No. INC 1. Along with this form the company should file following documents:-

i) MOA and AOA of the company: — These documents shall be signed by all the subscribers to the MOA of the company stating therein the name, address, description and occupation in presence of atleast one witness who shall attest the signature and shall likewise sign and should state his name, address, description and occupation. The Chartered accountant can also attest the signature of subscribers. One witness can attest the signature of all the subscribers.  However if the subscriber to the MOA is illiterate , the subscriber should place his thumb impression in place of signature and the another person should write his name  and the no. of shares held by him below the mark and the person doing this shall also authenticate this by his own signature.In case of the illiterate subscriber the person authenticating the thumb impression shall read and explain the contents of MOA and AOA to the subscriber and make an endorsement to this effect in MOA and AOA.

In case the subscriber to the MOA is a body corporate then in that case MOA should be signed by the person authorized by the Board of Directors by a resolution.But the person authorized by the BOD shall not be the subscriber to the MOA in his individual name.

In case the subscriber to the MOA is LLP then it should be signed by the partner authorized by all the  partners by passing a resolution. In this case also the partner authorized should not be a subscriber in his individual name.

ii) A declaration in Form No. INC 8 by an Advocate , a Chartered Accountant , Cost Accountant or Company Secretary in practice who is carrying out the registration activities  and by a person who may be director , manager or secretary of the company that all the requirements for registration of the company as per this act has been complied with.

iii) An affidavit n Form No. INC 9 shall be submitted by each of the subscribers to the MOA and the person who is named as first director of the company in AOA.This shall state that they have not been convicted to any offence in respect of the promotion , formation or management of any company and that he has not been found guilty of any fraud to any company under this act ot the previous companies act during the preceding five years and the documents submitted for registration are true and correct to the best of his knowledge and belief.

iv) Address for correspondence till the registered office is established.

v)  The following details of all the subscribers to the MOA:-

a)     Name including the Surname and recent photograph scanned and affixed with MOA and AOA

b)    Father’s/ Mother’s Name

c)     DOB

d)    Nationality

e)     PAN No.

f)      Permanent Address

g)     Present Address  and time since residing in present address . In case the stay in present address is less than one year then address of previous residence also.

h)    Place of Birth

i)       Educational Qualification

j)       Occupation

k)     Email Id of Subscriber

l)       Mobile No. of Subscriber

m)  Fax No. of subscriber if any.

n)    Identity Proof :- For Indian National PAN Card Compulsory and any one out of Voter ID Card , Passport Copy , Driving License Copy or UIN No.

 For Foreign Nationals and Non Resident Indians , Passport

o)    Residential proof which can be Bank Statement , Electricity bill , Telephone or mobile bill etc. These bills should not be of later than 2 months old.

p)    Nationality Proof in case of Foreign Nationals

q)    If the subscriber is already a director or promoter in a company then the following particulars :-

i)  Name of the Company

ii) CIN

iii)  Whether interested as Director or Promoter.

r) The specimen signature in Form No. INC 10 along with recent photograph duly attested by notary.

vi) In case the subscriber to the MOA is a body corporate then following information in required to be filed with the registrar:-

a)     CIN no. i.e. Registration No. of the body corporate

b)    GLN if any

c)     Name of the Body corporate

d)    Principal place or registered office of the Body Corporate

e)     Email Id of the body corporate

f)      In case the subscriber to the MOA is a company then Certified true copy of the board resolution authorizing the company to subscribe to the MOA of the proposed company and to make investment in the proposed company or the number of shares proposed to be subscribed by the body corporate and the designation of the person authorized to subscribe to MOA.

g)     In case the subscriber to MOA is an LLP then certified true copy of resolution authorizing for the LLP to subscriber to the MOA of the proposed company and to make investment in that company, number of shares proposed to be subscribed by the LLP and the name of the partner authorized to subscribe to MOA.

h)    All the details of the person subscribing on behalf of a Body corporate as required in Point No. 5 above for the subscribers

vii) In case the subscriber to the MOA is a foreign body corporate then the copy of Certificate of Incorporation of the Foreign Body Corporate and the registered office address is required to be files along with INC 7

viii)The particulars of each person mentioned in the article as first director of the company and his interest in other firm or body corporate along with his consent to act as director should be filed in Form No. DIR 12.

6. The registrar on the basis of such documents will register the documents in the register and will issue a certificate of registration in Form INC 11.

7. The Registrar shall from the date mention in the  Certificate of Incorporation will issue a Corporate Identification No. to the company

8. The Company shall maintain all the documents originally filed with the registrar at the registered office of the company till the date of its dissolution.

9.     In case the information provided for registration is false or misleading or the registration obtained by proving some wrong or misleading statement then the person named as first director or every subscriber to the MOA and their witness shall be liable for action u/s 447

10.  In case of such fraudulent obtaining of the Registration the Tribunal may on an application made to it after being satisfied may :-

i)       Pass such order for regulation of the management of the company including changes in MOA or AOA or such other changed in Public Interest, in the interest of the company and its members.

j)       Direct that the liability of the members shall be unlimited

k)     Pass order for the winding up of the company

l)       Direct removal of the name of the company from the Register of the Companies

m)  Pass such other order as it may think fit.

Provided that before passing an order the Tribunal shall give reasonable opportunity of being heard to the company and shall take into consideration the transactions entered into by the company and corresponding liabilities.

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