Item: Procedure For Incorporation of Section 8 Company
Author: Muhammed Fasil K

Procedure For Incorporation of Section 8 Company

Digital Signature Certificate (DSC) & DIN:

Digital Signature Certificate (DSC) and Director Identification Number (DIN) for all the proposed Directors of the Company must be obtained.

Digital Signature is the only secure and authentic way that a document can be submitted electronically. All filings of e-forms on MCA Portal are required to be filed with the use of Digital Signatures by the person authorized to sign the documents. For Obtaining Digital Signature application needs to be made, to licensed Certifying Authority (CA) along with a self-attested copy of Proof of Identity & Proof of Address.

For obtaining DIN an application in Form No. DIR – 3 should be filed on MCA Portal. DPIN application is processed and approved by the Central Government through the office of Regional Director, Ministry of Corporate Affairs. Form No. DIR – 3 must be accompanied by self-attested copy of PAN, Proof of Identity and a Proof of Address and one recent passport size color photograph of the Applicant. Pan card is mandatory for Indian Nationals. All the documents must be attested by a practicing professional viz. practicing Company Secretary, Practicing Cost & Management Accountant, or practicing Chartered Accountant.

Name Approval:

Name approval has to be obtained from the Registrar of Companies [“RoC”] by submitting an application in Form No. – INC 1. The applicant can give a maximum of six names in order of preference. The name once approved by the authority is valid for sixty days. The Promoter /Subscriber to the Memorandum and Articles of Association shall be the applicant for the availability of name application. The name once approved by the authority is valid for 3 months. Name approval generally takes 1-2 business days.

Memorandum and Articles of Association:

After obtaining name approval, the draft Constitutional Documents of proposed Company i.e. Memorandum of Association (MOA) and Articles of Association (AOA) is to be drafted and then filed with the RoC along with other documents in eForm INC 12 for issuance of a license under section 8 of the Companies Act, 2013.

After obtaining name approval, the draft Constitutional Documents of proposed Company i.e. Memorandum of Association (‘MOA’) and Articles of Association (‘AOA’) of the company is to be drafted and then filed with the RoC along with the forms and other necessary documents stated below.

Subscription Pages of MOA & AOA – Memorandum and articles of association of the company shall be signed by each subscriber to the memorandum who shall mention his name, address, description and occupation, if any, in the presence of at least one witness who shall attest the signature and shall likewise sign and add his name, address, description and occupation, if any. The witness shall be a practicing professional viz. practicing Company Secretary, Practicing Cost & Management Accountant, or practicing Chartered Accountant

In the case of foreign subscriber the above documents should be attested by the Consulate of the Indian Embassy in the respective Country or by a foreign public notary. In the case of a wholly-owned subsidiary, a copy of the Board resolution of Holding Company approving the investment in the proposed Indian Company and authorizing a person to sign the incorporation papers on behalf of the company, duly attested by the officer of the Indian Embassy in the foreign country where the registered office is situated is also required to be attached with the papers.

In addition to the Memorandum and Articles of Association and its subscription pages, few other documents such as Affidavits, Consent Letters, Certificate of Compliance from a practicing professional in Form No INC – 8, etc. will be prepared and filed with the incorporation forms.

Application in Form No.INC.12

1. A person or an association of persons (hereinafter referred to in this rule as ―the proposed company), desirous of incorporating a company with limited liability under sub-section (1) of section 8 without the addition to its name of the word ―Limited‖, or as the case may be, the words ―Private Limited shall make an application in Form No.INC.12 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 to the Registrar for a license under sub-section (1) of section 8.

2. The memorandum of association of the proposed company shall be in Form No.INC.13.

3. The application under sub-rule (1) shall be accompanied by the following documents, namely:—

(a) the draft memorandum and articles of association of the proposed company;

(b) the declaration in Form No.INC.14 by an Advocate, a Chartered Accountant, Cost Accountant or Company Secretary in practice, that the draft memorandum and articles of association have been drawn up in conformity with the provisions of section 8 and rules made thereunder and that all the requirements of the Act and the rules made thereunder relating to registration of the company under section 8 and matters incidental or supplemental thereto have been complied with;

(c) an estimate of the future annual income and expenditure of the company for the next three years, specifying the sources of the income and the objects of the expenditure;

(d) the declaration by each of the persons making the application in Form No. INC.15.

Clarifications/Additional Information Required By ROC:

After all the incorporation papers are filed and reviewed by the RoC, the RoC may require certain clarifications. These clarifications or inquiry need to be satisfied by the person who has been authorized to do so by the Power of Attorney filed with the RoC.

Certificate of Incorporation:

Once all clarifications are provided, the Certificate of Incorporation is issued by the Registrar of Companies along with a unique Company Identification Number (CIN) and the Company is deemed to be incorporated from the date of the Certificate of Incorporation. Once the Certificate of Incorporation is issued, Company may apply for PAN, TAN, Bank Account Opening and other tax and regulatory registration as may be required to run the business smoothly.

Draft MOA and AOA of Section 8 Company in INC-13

E-book on draft resolutions and procedures

Procedure For Incorporation of Section 8 Company

Procedure For Incorporation of Section 8 Company

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