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.
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