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Procedure for Registration of Company under Companies Act, 2013

             


Chitra Singh

      Apply for Digital Signature: Proposed directors need to have a digital signature (DSC Class II) to apply for DIN.

      Apply for DIN: Under Section 153 of the Act, every individual who intends to be appointed as a director of a company has to be apply for Director Identification Number before the Central Government in the prescribed form, viz. Form DIR-3 which is available on the portal of website of Ministry of Corporate Affairs.

      Apply for name: The promotors must make an application for reservation of name of the proposed company, before the ROC. The application is to be made in eForm INC-1 with prescribed fees, according to Section 4(4) of the Act and Rule 9 of the Companies(Incorporation) Rules, 2014. It has to checked if the proposed name is available and complies with Rule 8[1].

It is important to note that the proposed name would be reserved by the Registrar only for 60 days as per Section 4(5) of the Act. Therefore, the promotors must submit the incorporation documents to ROC before expiry of 60 days, or else application for name will have to be re-submitted.

    Drafting of Memorandum of Association (MOA) and Articles of Association (AOA): MOA is basically a charter of the company which would mainly reflect its objective amongst other things, whereas, AOA is are the internal rules according to which the company would function. Both MOA and AOA cannot be ultra vires of the law of the land. After receiving the approval on proposed name, the next step is to draft MOA and AOA.

MOA is to be drafted according to Section 4 of the Act and must include the particulars stated in the section. The main objects stated in MOA must match with objects mentioned in eForm INC-1. Schedule I of the Act, provides format of both MOA and AOA. While table A, B, C, D and E prescribes format of MOA, table F, G, H, I and J prescribes format of AOA. Both the documents have to be duly signed by the subscribers. If the subscriber is a foreign resident, the Rule 13(5) of Companies (Incorporation) Rules,2013 must be followed.

      Forms: After signing of AOA and MOA, few forms have to be duly filled attached. These forms are INC-7, INC-9, INC-22 and DIR-2.

      Declaration by Professionals: As per section 7 of the Act, it is compulsory to submit a declaration by professional along with other documents for incorporation of the company(WOS). Professionals like CA, CS, advocate, cost accountant in practice, who have been engaged in the formation of the company must sign a declaration stating that ?all requirements of the Act and the rules thereunder in respect of registration and matters precedent or incidental hereto, have been complied with.?

      Certificate of Incorporation: After all the documents and forms are approved, ROC would issue the Certificate of Incorporation which would be in eForm INC-11.

      Commencement of Business Certificate: After receiving the Certificate of Incorporation, the company has to apply for Commencement of Business Certificate without which the company cannot commence its business. The application for the certificate will have to be made in form INC-21 and submitted to ROC. Also, it has to be verified by a professional. Further, a declaration has to be signed a director stating that every subscriber has paid the value of the share, and the paid-up share capital of the company(private) is not less than Rs. 100,000/- on the date of making the declaration.

 



[1]  Companies (Incorporation) Rules, 2014, R.8.


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Procedure for Registration of Company under Companies Act, 2013


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