Incorporation of Company under Companies act 2013 AKT Associates

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Incorporation of a company is a legal process of forming an entity or company as per the respective act, this article discusses the steps, legal aspects and requirements of the law for the incorporation of a company in accordance with the companies act,2013. The Procedure for Incorporation of Company is provided under section 7 of companies act,2013

In this article, we will discuss about...

Steps for Incorporation

Digital Signature Certificate (DSC) & Director Identification Number (DIN)

Before Incorporating Company DSC & DIN should be obtained for the proposed Directors and Subscribers of the company.

Digital Signature Certificate (DSC) shall be obtained from authorized DSC issuing authority.

After obtaining DSC, DIN shall be obtained by applying on MCA

DIN can be also be applied in SPICe form directly ( maximum of 3 DIN can be obtained in SPICe form)

Name Reservation

The proposed Company name should be reserved by e-filing application via RUN(Reserve Unique Name) services provided under the MCA website.

The proposed name should not contain any word which is prohibited under section 4(2)&(3) of the companies act,2013 read with Rule 8 of the Companies (Incorporation) Rules, 2014.

After comprehensive check by the Central Registration(CRC) proposed name shall be approved and that reserved name for the proposed new company shall be valid for the period of 20 days from the date of approval.

Fee payable will be Rs.1000/-.

Name reservation shall also be applied directly in SPICe (INC -32) form.

Application for incorporation of company & Documentation

For the purpose of incorporation of the company, as per rule 12 of the Companies (incorporation) Rules,2014 an application is required to be filed with the registrar within the jurisdiction in which the registered office of the company is proposed to be situated in form no. INC-32 (SPICe) along with the fees as prescribed under the Companies (Registration Offices and Fees) Rules, 2014.

Documentation

Memorandum of Association (MOA)
Articles of Association (AOA)
Declaration in form INC-8
Declaration in form INC-9
Particulars of every subscriber
Directors Consent in form no-DIR.12
Certification of Incorporation in form INC-11

MOA & AOA

Memorandum of association and articles of association of the company is would be signed by each and every subscriber to the memorandum, in the presence of at least one witness in the manner as prescribed under rule 13 of the Companies (incorporation) Rules,2014.

Declaration in form INC-8

For the purpose of sec-7(1)(b) and rule 14 of the Companies (incorporation) Rules,2014 the declaration shall be given by an advocate, a chartered accountant, cost accountant or company secretary in practice who engaged in the formation of a company in form no. INC.8

Declaration in form INC-9

For the purpose of sec-7(1)(c) and rule 14 of the Companies (incorporation) Rules,2014 the declaration shall be given by each of the subscribers to the memorandum and each proposed directors whose name is mentioned in the articles in form no.INC 9

Particulars of Every subscriber

As per rule 16 of the Companies (incorporation) Rules, 2014, particulars of every subscriber shall be filed with the registrar at the time of incorporation of the company.

Director’s consent in form no.DIR.12

As per rule 17 of the Companies (incorporation) Rules, 2014, the particulars of the first directors mentioned in the articles of the company and their interest in the other entities along with their consent to act as a director of the proposed company shall be filed in form no.DIR.12 along with the fees as stated in the Companies (Registration Offices and Fees) Rules, 2014.

Certification of Incorporation

As per rule 18 of the Companies (incorporation) Rules, 2014, certificate of incorporation shall be issued by the registrar in form INC -11.

Simplified Proforma for Incorporating Company Electronically (SPICe)

Fast track Registration of the company

The application for incorporation of a company under rule 38 of the Companies (incorporation) Rules, 2014 shall be made under the following forms

Form No.INC-32 (SPICe)
Form No.INC-33 (e-MOA)
Form No.INC-34 (e-AOA)

SPICe is a form introduced by the Ministry of Corporate Affairs (MCA) to simplify the incorporation of a company in a single application for

Reservation of a name (restricted to one name)
Allotment of Director Identification Number (DIN) (up to three directors)
Incorporation of company & appointment of Directors

Form No. INC-32 is very similar to form INC-29 in which it has integrated many processes into a single process.

In case the applicant/promoter reserved a name in accordance with the rule 9 of company (incorporation) rules,2014, he may fill the reserved name as the proposed name for the company in form.no.INC-32

Following companies can be incorporated by filing an application in Form.No.INC-32(SPICe)

One Person Company
Private company
Public company
Sec-8 Companies
Producer Companies

Promoter/Applicant has to file a memorandum of association in form no.INC-33 (e-MOA) & Articles of Association in Form.no.INC-34 (e-AOA) in accordance with the Rule 13 company (incorporation) rules,2014.

Note: The subscribers and witnesses have to affix their digital signatures to the e-MOA and e-AOA.

Other documents required to be attached with spice form INC- 32

Declaration and affidavit by the first subscriber and directors of the company.
Address proof copy
if the name of the company is based on the registered trademark then it would be mandatory to attach a trademark registration certificate.
Address proof of the subscribers and the proposed directors.

Like the form INC-29, Form INC-32 is also required to be digitally signed by a professional (Chartered Accountant/ Cost Accountant/Company Secretary/Advocate) by which he declares that all the information mentioned in the form is true and correct.

On successful submission of Form.no.INC-32 (SPICe), the Registrar shall issue Certificate of Incorporation in Form.no.INC-11.

If the submitted documents are found to be incomplete or defective in any respect, the registrar if necessary may call for further information by way of intimating to the applicant to remove defects and re-submit the form within a period not exceeding 15 days from the date of intimation.

After resubmission of documents, it was still found to be defective or incomplete the registrar will one more opportunity to remove such defects and re-submit the form within a period of 15 days.

Note: Total period of re-submission should not exceed 30days.

Recent Notification

Application for incorporation of a company under rule 38 of company (incorporation) rules,2014, shall be accompanied by form.no.INC-35 ( e-form AGILE) containing an application for registration of

GSTIN ( Goods and Services Tax Identification Number)
EPFO ( Employees Provident Fund Organization)
ESIC ( Employees State Insurance Corporation)
PAN (Permanent Account Number)

Conclusion

In this article, we have explained the 2 methods for the registration of the company. However, nowadays, mostly Spice form is used for the registration. By using spice form INC-32, a person can register a company in fast track mode. Rest the procedure has been explained. The link to open Spice INC-32 is http://www.mca.gov.in/MinistryV2/companyformsdownload.html