INCORPORATION/REGISTRATION OF PRIVATE LIMITED COMPANY UNDER THE COMPANIES ACT, 2013
Procedure for forming a Private Limited Company:
- At Least 2 Promoters: Promoters who will promote/ incorporate the Promoters may be individual or body corporate.
- At Least 2 Directors: Directors should be individual only. No Body corporate/ HUF or Partnership Firm can be appointed as Directors.
- Generally, in most of the cases, Promoters and Directors are the same in Private Limited
- Directors must have DIN (Directors Identification Number)- Process Given Below:
- One of such two directors must have DIGITAL SIGNATURE who can apply with any of DSC Vender i.e. E Mudra/ Siffy/ TCS
After this Process:
Process for Name Approval
- The promoters should apply for the name of the company to be approved with the concerned ROC of the State where the company has to be formed in E Form- INC- 1 by payment of Rs. 1000 through Credit Card or Net Banking.
- One of the Promoters should fill up e-form INC-1, digitally sign by Promoter and Professional and then upload the e-Form on the MCA21 Before doing so, the following three points have to be complied with:
- All the Promoters should have their DIN
- Atleast one Promoter should have the DSC. (Class 2 Digital Signature) The proposed names selected should fall in guidelines prescribed.
- Require to give in form INC-1 (Describing the Capital of Company, Main Objects, State In Which The Company is to be Incorporated and to Affix the Digital of Applicant.
- The reservation by the Registrar of name applied for is valid for 60 days from the date of Hence if a company is proposed to be registered with the said name referred to above, the promoters shall produce the documents to the Registrar for registration with in a period of 60 days from the date of application for name. If Promoters fail to file all the relevant form for incorporation within 60 days, then name will not be Available for you,
- Promoter have to file form INC-1 again for approval of
After Name approval Process:
Process – Pre Incorporation:
Once Name is approved by ROC, following are the Pre-Incorporation Steps:
Application for incorporation of company-rule 13 of the companies (Incorporation Rules, 2014):
Drafting For the purpose of Sub-section (1) of Section 7, an application shall be filed, with the Registrar within whose jurisdiction the registered office of the company is proposed to be situated in form No. INC-7 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 for registration of company.
Drafting of Memorandum of Association (MOA) and Article of Association (AOA) is generally a step subsequent to the availability of name made by the registrar It should be noted that the main objects should match with the objects shown in e-Form INC-1 and must reflect in the name of company (Name should be like that a lay man can estimate the objects of company by Name of Company).
These two documents are basically the charter and internal rules and regulations of the company. Therefore, it must be drafted with utmost care and with the advice of the professional. The Directors/ promoters with the help of professional draft MOA and AOA.
Article of Association (AOA):
AOA should be followed by the tables F,G,H,I & J prescribed in SCHEDULE- I to be signed by subscribers in Articles all the bye laws of the company corresponding to Companies Act, 2013 have to be considered. The names of First Director are mandatory to be given in AOA.
Memorandum of Association (MOA)
MOA should be followed by the tables A,B,C,D & E prescribed in SCHEDULE- I to be signed by subscribers –
There are 5 clause mainly i.e.
- Name Clause;
- Registered Office Clause,
- Object Clause (Furtherance of Object)
- Liability clause
- Capital Clause
- Subscribers Clause will have to take into consideration and mention
- Fathers name
- Resident Address
- Share subscribed
- Affix one Passport Size Photo graph
- Signed in given
One person who will act as witness and will sign in the witness column and mention:
“I hereby witnessed that subscribers signed in my presence on Date , at
.further I have verified their identity details (Through ID)for their identification satisfy myself of their identification particular as filled in”
Below this witness must mention:
Subscriber sheet must be mentioned Date & Place at the end. The word subscribers here used is because of the reason that these subscribers will subscribe for the shares in the company at time of incorporation and will invest the minimum capital i.e. Rs. 1, 00, 000. They will contribute the amount by way of cash or cheque when the company gets incorporated and shares will be allotted to them followed by the share certificates.
DECLARATION BY PROFESSIONALS IN INC- 8 –
Pursuant to section 7(1) (b) and rule 14 of the Companies (Incorporation) Rules, 2014:
Require to take a Declaration from Professionals Like: ( CS-CA-CMA), Giving declaration that, all the requirements of Companies Act, 2013 and the rules made there-under relating to registration of the company under the Act and matters precedent or incidental thereto have been complied with. On Stamp Paper, Value of Stamp Paper as per the State stamp Act (State: Where register office of Company will be situate). In DELHI value of Stamp paper is Rs.10 /-.
Professional will sign the declaration and will mention Date, Place and Membership No.
AFFIDAVIT FROM SUBSCRIBERS AND FIRST DIRECTORS IN INC 9
[Pursuant to section 7(1)(c) of the Companies Act, 2013 and rule 15 of the Companies (Incorporation) Rules, 2014:
Requires to take affidavit from Subscribers and First Directors of Company. Giving Declaration That,
- I have not been convicted of any offence in connection with the promotion, formation or management of any company during the preceding five years; and
- I have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years; and
- All the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of my knowledge and
On Stamp Paper, Value of Stamp Paper as per the State stamp Act (State: Where register office of Company will be situated). In DELHI value of Stamp paper is Rs.10 /-.
Declaration should be signed, Dated and Place.
FORM FOR VERIFICATIONOF SIGNATUREOF SUBSCRIBERS IN INC-10
The two Specimen signature and latest photograph duly self attested shall be in form INC-10.
PURSUANT TO RULE16 (1) (Q) OF COMPANIES (INCORPORATION) RULES, 2014:
Documents Require From First Director:
- As per section 152 Rule (8) of Chapter XI- Every person before appointment furnish to the company a consent in writing to act as such in form – DIR-2.
- As per Section 164 rule 14 of Chapter XI- Director will inform to company in
Form DIR-8 at the time of appointment and re-appointment.
- As per Section 184(1) rule 9 of Chapter XII-Director will disclose his/ her interest in any company, companies or bodies corporate (Including Shareholding Interest), firms or other associates of individuals , by giving a notice in writing in form MBP-1.
REGISTERED OFFICE OF COMPANY:
As per section 12(1) and rule 25 of Chapter II- Company shall have a place as its registered office in the State stated in the Memorandum on and from the 15th Day of its Incorporation. (Practically from the date of incorporation).
Verification of Registered Office:
- Verification of Registered office filed in form INC-22.
There shall be attached to said Form, any of the following documents, namely :-
- 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 likes: Telephone, Gas, Electricity, 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 months.
Following documents are required to file with Registrar:-
FORM INC-7 with the under given attachments.
- Memorandum of Association
- Article of Association
- INC-8 by Professional either CA/CS/CMA/ADVOCATE
- INC-9 by subscriber to the memorandum
- INC-10 verification of signatures of subscribers
- Disclosure of interest in other companies
- Affidavit for deposit
- Residence proof not older than two months
- Identity Proof
FORM DIR-12 with the under given attachments.
- DIR-2 declaration of the Appointee Director + Proof of Identity + Proof of Residence
- Declaration by first Director in Form INC-9
- Letter of appointment
- Interest in other entities/Companies
FORM INC-22 with the under given attachments.
- 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;
- 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;
- Proof Of Evidence Of Any Utility Service likes: Telephone, Gas, Electricity, 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 months
Other Documents Requires:
- POA, if any, executed by any subscriber authorizing a person to sign the Memorandum and Articles on his behalf.
- Where subscriber is body corporate, Certified True Copy (CTC) of resolution of the Board of Directors authorizing a person to sign the Memorandum and Articles on its
- POA in favour of person (professional) authorizing to make any correction at the time of registration.
COMPANY REGISTRATION UNDER INC-29
Step 1: Obtain Digital Signature
To file Form INC-29, the digital signature of one of the Directors will be required. Hence, Digital Signature must be obtained for one of the proposed Directors of the Company. Class 2 Digital Signature will be required for filing form INC-29 and digital signature can be obtained from mybizzconsultants.com.
To obtain Digital Signature, the signed Digital Signature form along with a self-attested copy of PAN Card and Address Proof must be submitted.
Step 2: Prepare Form INC-29
Along with the application for Digital Signature Certificate, Form INC-29 can also be prepared as follows:
Director cum Subscribers having DIN Number
In case there are any Director cum Subscriber who already possess DIN, then the DIN Number of those person can be entered in the appropriate field.
Directors cum Subscribers NOT having DIN Number
In case there are any Director cum Subscriber who does not have DIN, then the DIN application can be made in the Form INC-29 itself by submitting the following information and documents:
- Personal Details, Occupational Details and Educational Qualification
- PAN Number– In case of Indian National
- Passport Number – In case of Foreign National
- Email Address of the Director
- Address information of the Director
- Proof of Identity – Voters ID Card / Drivers License / Passport / Aadhar Card
- Proof of Address – Bank Statement / Electricity Bill / Telephone Bill / Mobile Bill
Name for the Company
Only one name can be provided while using INC Form 29. Therefore, it is important that the name provided be strictly in accordance with the Guidelines for Naming a Company, as per Companies Act, 2013. In case the proposed name is not accepted while using Form INC-29, then the application would be rejected and many of the incorporation documents would have to be freshly prepared. The following are important points to be kept in mind while applying for name using Form INC-29:
- Is the proposed company name provided as per Companies Act, 2013 in the correct format?
- Are any of the subscribers carrying on business in the same name with a Proprietorship or Partnership?
- Does the proposed company name contain name of any blood relative?
- Does the proposed company name require any approval from Sectoral Regulator like RBI or SEBI or others?
- Is the proposed company name identical or similar to an existing company name or LLP name of foreign company name?
- Is the proposed company name identical or similar to a filed or registered trademark?
Incorporation Documents to be attached with Form INC-29
The following incorporation documents must be prepared, signed by the Directors/Subscribers and attached with Form INC-29.
- Memorandum of Association (MOA)
- Articles of Association (AOA)
- Affidavit and declaration by first Subscribers and Directors.
- Proof forRegistered Office Address. – Rental Agreement / Sale Deed.
- Copies of utility bill (water, electricity, telephone, gas or house tax receipt) of the registered office address that are not older than 2 months.
- NOC from the owner of premises
- If the proposed company name is a filed or registered trademark, then NOC from the trademark applicant or owner must be attached.
- INC-8 DECLARATION BY PROFESSIONALS on Rs 10/- stamp paper duly notrised
- INC-9 AFFIDAVIT FROM SUBSCRIBERS AND FIRST DIRECTORS on Rs 10/- stamp paper duly notrised
- INC-10 FORM FOR VERIFICATIONOF SIGNATUREOF SUBSCRIBERS
- Affidavit for deposit on Rs 10/- stamp paper duly notrised
- Interest in other entities
- Residence proof electricity bill/telephone/bank statement/mobile bill.
- DIR-2 by all the subscribers
- Pan card of all the subscribers/promoters
In addition to the above documents, additional documents may have to be attached on a case to case basis.