INCORPORATION OF A COMPANY STEP BY STEP PROCEDURE

INCORPORATION OF A COMPANY STEP BY STEP PROCEDURE FORMATION OF COMPANY UNDER NEW COMPANIES ACT, 2013 Prepared by krishna c rolli

Requirement for Having DIN • No company shall appoint or re-appoint any individual as Director of the company unless he has been allotted a director DIN. • Therefore, before submission of e-form INC-1 for reservation of name all the Director of proposed company must ensure that they are having DIN. • Every Individual intending to appointed as Director of company shall make an application for allotment of DIN to the Central Government in the prescribed Form DIR-3.

Applying for reservation of the selected Name • The promoters of a new company shall make an application in e-form INC-1 along with fee as prescribed in the companies (Registration office and Fees ) Rule 2014 electronically with the ROC for his Confirmation for the reservation of the proposed name that it is not undesirable. • Reservation of the name given by the ROC shall be valued for a period up to 60 days only.

Preparation of Memorandum of Association(MOA) Article of Association(AOA) • Drafting of MOA and AOA is generally a step subsequent to the reservation of name made by the Registrar. • It should be noted that the main objects must be matched with the object shown in e-Form INC-1 • The MOA and AOA of Co. duly signed by all the subscribers to the memorandum in such manner as prescribed under the Companies (Incorporation) Rules, 2014.

Filling of documents with the registrar for incorporation of company • File the e-Form INC-7 (INC-2 in case OPC) and the following documents with the ROC for incorporation of the Co. within a period of sixty days from the date of intimation of reservation of name given by the Registrar. • A declaration in prescribed Form INC-8 (available in word format) by an Advocate or CS, CMA or CA in practice, who is engaged in the formation of the company. • An affidavit in Form INC-9 (available in word format) with the Form INC-7 by each subscribers to the memorandum and by all the persons named as First Directors that they are not convicted of any offence in connection with the promotion, formation or management of any Co.

• The address of correspondence till its registered office is established. • The particulars of the persons mentioned in the articles as the first directors of the Co. in prescribed Form DIR-12. • E-Form INC-22 for verification of the location of the registered office. • COI-On satisfaction of the registrar that all the requirements have been complied with by the Co. , he will retain the documents and register the AOA & MOA and will issue a Certificate of Incorporation in the Form INC 11, within 7 days of the receipt of documents. • Commencement of Business - Section 11 of the Companies Act, 2013 says that a company (Earlier it was for public co. only) having share capital can not commence any business or exercise any borrowing powers unless it files a declaration with ROC in E-Form INC-21.

Filling Of Declaration • A Company having share capital shall file the following documents along with E-Form INC-21 with the ROC: • List of members of the co. with their shareholding. • Consent of Auditors Certified true copy of the Memorandum and Article of Association of company. Details of preliminary expense already incurred/proposed to be incurred by the Co. Certified true copy of the Memorandum and Article of Association of company.

-Copy of agreements for appointments of MD, Underwriters, Contracts etc. entered into by the promoters before incorporation of Co. -Power of attorney to obtain the certificate of commencement of business from ROC. -Certified true copy of the resolution passed by the board for approval of filling of declaration for obtaining COB. - Confirmation for paid up share capital to the extent of 5 lacs in case of public co. and 1 lacs in case of private co and OPC, and proof thereof, -In the end this declaration form shall be verified by the Company Secretary or CA or CMA in practice. Note: It may be noted that if this declaration(INC-21) is not filled within 180 days of the incorporation, then ROC has the power to strike off the Co.

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