There are multitude compliances required of Private limited Companies (SMEs) at all stages of its existence. These range from MCA21 ROC compliances, Income Tax, Service Tax/ VAT/ Sales Tax compliances, IEC codes, Audit and accounts and general statutory law compliances. A ready reckoner of sorts is mentioned here, covering the INCORPORATION and BUSINESS START-UP requirements.

Step 1. Incorporation and Commencement of Business

  1. Application for Director’s Identification Number (DIN) and Digital Signature Certificate (DSC) for each of the directors of the company.

File e-Form DIN-1 in order to obtain DIN. The documents required for filing of eForm DIN-1 will be as follows –

  • Identity proof (any of the following): Permanent Account Number card, driver’s license, passport, or voter card;
  • Residence proof (any of the following): Driving license, passport, voter card, telephone bill, ration card, electricity bill, bank statement;
  • Photograph in .JPEG Format
  • Verification Letter by the applicant for applying for allotment of Director Identification Number (DIN) contain the Name, Father’s name, date of birth, present address, text of declaration and physical signature of the applicant.

Documents required for acquiring the DSC-

  • Identity proof (any of the following): Permanent Account Number card, driver’s license, passport, or voter card;
  • Residence proof (any of the following): Driving license, passport, voter card, telephone bill, ration card, electricity bill, bank statement;
  • Prescribed Application Form containing details like Applicant name, Address with Pin Code, DOB, PAN no., Validity for which the DSC is required, E-mail Id, Contact Details.

After receiving the DSC, the director needs to register the DSC at the Ministry of Corporate Affairs Website .

  1. Name approval by Registrar of Companies (ROC). The procedure followed is:
  • An application in Form No. 1A along with prescribed fees needs to be filed with the ROC. The application is required to be digitally signed by one of the Promoters.
  • The Registrar of Companies will ordinarily inform within a period of seven days from the date of submission of the application whether any of the names applied for is available.
  • If the name is not made available, the Registrar of Companies may reject the application and new names can be provided for approval.

The details to be submitted in the form are:

  • Maximum six alternative names for the proposed company (in order of preference).
  • Name, Father’s/ Husband’s Name, Permanent Residential Addresses, Present Residential Address, Occupation, Name of the Companies in which the Promoter is Director/Promoter, Date of Birth, DIN of the Promoters.
  • Authorized Capital of the proposed Company.
  • Main objects of the proposed Company.
  • State of Registered Office of Company.
  • Copy of Trade Mark Application/Certificate (if name of proposed Company is based on a Trade Mark).
  • In case, there is a logo associated with the trademark then image of the logo to be attached.
  • Balance sheet & Income Tax returns for last two years.

The ROC will scrutinize the same and issue an approval letter/objection within 10 days to the applicant.

3. Registration of a company: After getting the approval for availability of name, the following documents are required to be executed (signed) before they are submitted to the ROC for registration.

Memorandum of Association (MOA) and Articles of Association (AOA)
The MOA and AOA are the most important documents to be submitted to the ROC for the purpose of incorporation of a company. While MOA primarily sets out the constitution and objects of the company, the AOA contains the rules, procedures and powers of the proposed company.

Further Guidelines:

  • MOA should contain provisions in main objects ( in object clause) about takeover of the business of Proprietorship/ Partnership firm, as the case may be.
  • Generally, standard MOA and AOA are easily available or a professional can draft them as per the requirements of the promoters. These are required to be stamped as per the Indian Stamp Act.
  • Thereafter, these documents are required to be executed by the promoters in their own hand in the presence of Professionals in duplicate stating their full name, father’s name, residential address, occupation, number of shares subscribed for & signature etc.
  • If any director is a foreigner and not present in India after the date of Stamping of the Memorandum & Article of Association, his signature should be attested by notary in Indian High Commission Embassy located in his home country.
  • The MOA and AOA should be subscribed by at least two persons in case of Private Limited Company and at least three in case of Limited Company.

The subscriber’s sheet consists of the details of the subscribers. Each subscriber needs to hold at least 1 share and shall write opposite to his name the number of shares taken by him. Further, he also needs to add his address, description and occupation (if any) along with a signature in presence of at least one witness who shall likewise add his address, description and occupation (if any).

As per the latest amendment, the subscribers and the witness need to fill their details in the subscriber’s sheet in their own handwriting. The printed details of the subscribers are no more accepted by the ROC.

Following are the documents to be filed with the Registrar of Companies ( ROC) at the time of registration

Form No. 1 – This is a declaration to be executed on a non-judicial stamp paper by one of the directors of the proposed company or other specified persons such as Chartered Accountants, Company Secretaries, Advocates, etc. who is engaged in the formation of a company, stating that all the requirements of the Companies Act, 1956 have been complied in respect of registration.
Form No. 18 – This is a form to be filed by one of the directors of the company informing the ROC about the registered office of the proposed company.
Form No. 32 – This is a form stating the fact of appointment of the proposed directors on the board of
directors from the date of incorporation of the proposed company and is signed by one of the proposed
directors.
Power of Attorney signed by all the subscribers of MOA authorizing one of the subscribers or any other
person to act on their behalf for the purpose of incorporation and accepting the certificate of incorporation.
Filing fees as may be applicable.

Time Limit: These documents are required to be filed with ROC within 60 days from the date of name approval. ROC shall thereafter process the documents. In case any correction is required, then ROC will call the attorney holder for correction, and if all the documents are in order, then it will issue a Certificate of Incorporation.

Once the uploaded forms have been approved by the concerned official of the Ministry, then an email regarding the same will be received and the status of the form will get changed to Approved.

Registrar of Companies thereafter, will issue a generated Corporate Identity Number (CIN) and a Certificate of Incorporation to the company.

The Private Company can start its business immediately after receipt of the Certificate of Incorporation.

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