1. Digital
Signature Certificate [DSC]:
DSC’s
are the digital equivalent (i.e. electronic format) of physical or paper
certificates. Certificates serve as proof of identity of an individual for a
certain purpose.
Henceforth we can say that a DSC can be
presented electronically to prove your identity, to access information or
services on the internet or to sign certain documents digitally.
A licensed Certifying Authority (CA) issues
the digital signatures. Certifying Authority (CA) means a person who has been
granted a license to issue a digital signature certificate of the Indian IT
Act, 2000.
There
are two types of DSC valid for MCA portal:
a.
Class 2:
Here,
the identity of a person is verified against a trusted, pre-verified database.
b.
Class 3:
This
is the highest level where the person needs to present himself/herself in front
of a Registration Authority (RA) and prove his/her identity.
REQUIRED DOCUMENTS FOR GETTING
DSC
Ø
Application Form filled as per given guidelines
Ø
PAN Card of applicant
(attested by a Gazetted officer/ Bank manager/ Post master)
Ø
Address proof
(Passport/ Driving License/Voter Id/ latest Utility Bill like Electricity bill,
Telephone bill, Water bill etc). This needs to be attested by a Gazetted
officer/ Bank manager/ Post master.
Ø
Passport size photo
The Ministry of Corporate Affairs has stipulated a
Class-II category digital signing certificate for e-filings under MCA21. A
person who already has a DSC is not required to obtain it afresh.
2.
OBTAINING
DIN:
DIN
stands for Director Identification
Number. It is a unique identification number allotted to an individual who
is an existing director of the company or intends to be appointed as director
of the company.
DIN
is in the format of an 8 digit number. For example: 02165789.
This
is allotted by Central Government (office of regional director), Ministry of
Corporate Affairs.
A private company must have atleast 2 Directors OR
In case of Public limited, it must have 3 Directors OR
In case of One Person Company, It must have 1 Director.
REQUIRED
DOCUMENTS FOR ALLOTMENT OF DIN
Ø
ID Proof of the
Individual (self attested copy of PAN Card, the signature must be same as in PAN Card)
|
Ø
Self attested
address proof of the proposed directors (like Voter ID Card, Latest Bank
Statement/ Valid Driving Licence/ Telephone Bill/ Water Bill/ Electricity
Bill etc).
|
Ø
Passport size colour
& clear photograph (3.5 cm X 2.5 cm)
|
Ø
An Affidavit duly
notarized (in specified format)
|
Ø
Information about
educational qualification
|
Ø
Detail about current
occupation
|
Ø
Active email ID and
mobile number
|
3. APPLYING
FOR NAME APPROVAL:
The
approval of desired name is obtained from the Registrar of Companies (ROC) of
the State/ Union Territory in which the new company will keep its registered
office. This approval is provided subject to certain conditions: for
instance.
|
Ø There should not be an existing company by the
same name.
|
Ø
The last words in
the name are required to be "Private Limited" or “Limited”.
|
Ø
The application
should mention at least two suitable names (up to maximum 6 names) of the
proposed company, in order of preference.
|
REQUIREMENT FOR APPLYING NAME
Ø
Minimum two names are required subject to Maximum
6. The name should be as per the naming guidelines as provide by the Ministry
of corporate Affairs.
Ø
Registered state in which proposed company is
going to be incorporate
Ø
Capital
requirement:
In case of Private limited, there is minimum share capital Rs. 1,00,000.
In case of Public limited, there is minimum share capital of Rs. 5,00,000.
In case of One Person Company, there is minimum share capital Rs. 1,00,000.
Ø
Promoters/shareholders:
In case of Private limited, there are minimum promoters
2, may be same as directors.
In case of Public limited, there are minimum promoters 7
in which 3 may be the directors.
In case of One Person Company, There is only 1 promoter
required.
Ø
Directors:
In case of Private limited, there are minimum 2
directors.
In case of Public limited, there are minimum 3 the
directors.
In case of One Person Company, there is only director.
Ø
Main
object:
The
promoters/proposed directors must be provided the details of the activity to be
carried out by the proposed company.
It is the stage where the
company (i.e. promoters) has made an application to concerned roc for getting
Name Approved with the prescribed fees.
Guidelines
Issued by MCA related to Name approval:
v
As per the Guidelines
issued by the MCA in respect to Company Name, it is divided into three
parts as shown below:
In case of Private Limited
/Limited, It
is mandatory to use the word Private Limited or limited.
Noun
+ Activity + Private Limited/Limited
In case of one person company, it is mandatory to show word “OPC”
in bracket
after the company Name as shown below:-
Noun
+ Activity + Private Limited (OPC)
v
Form required to make an application is INC – 1.
v
After
satisfaction of ROC,
with the details mention in the application, a certificate is issued by them
which are known as “NAME APPROVAL
CERTIFICATE”, which valid from the sixty days from the date such Certificate.
v
After getting the
name approval letter
from ROC, we can go for the process of incorporation.
4.
INCORPORATION
PROCESS:
After getting the name approval, the
professional have to draft MOA/AOA.
a. Subscription
of MOA & AOA (By Laws) by all the Subscribers/ Promoters
Get the subscription sheet of
MOA and AOA signed by all the subscribers/ promoters in their own handwriting
with the following details in following order:
|
|
a.
|
The
name of the subscriber
|
b.
|
Father's
name of the subscriber
|
c.
|
Address
of the Subscriber
|
d.
|
Occupation
of the subscriber
|
The
details must be same as mentioned in the DIN approval letter. The
subscription sheet/s of MOA must be mentioned the number of shares subscribed
by the promoters in numbers as well as words. The subscription sheets of
MOA/AOA must be witnessed.
|
It is the process of
registering the company details (MOA, AOA, Subscriber details, First Directors
details) with the concerned ROC.
b.
From the same following forms
are required as per the Companies Act, 2013:-
i.IN CASE OF PRIVATE COMPANY AND
PUBLIC COMPANY
I.
INC – 7:- For registering the details of
Subscriber
II.
INC – 22:- For details of registered Address of
the Company
III. DIR – 12:-
For Appointing Directors of the Company.
ii.IN CASE OF ONE PERSON COMPANY
I. INC – 2:-
Application for Incorporation
II. INC – 3:-
Nominee- Consent Form
III. INC – 12:
- Appointment of Directors
IV. INC -22 :-
This form is filed within 30 days after getting certificate of Incorporation.
FOLLOWING
INFORMATION SHALL BE NECESSARY FOR THE
INCORPORATION
OF COMPANY:-
INC - 7
·
MOA as per schedule I (Table A, B, C, D, E).
·
AOA as per schedule I (Table F, G, H, I, J).
·
Affidavit for Non-Acceptance for deposit from
public (in Delhi and Maharashtra ROC cases), on RS 100/- Non-judicial stamp
paper and get it sign by the respective promoters and also notarized the same
·
Declaration by the Professionals as per INC – 8
(on letterhead of the firm), in Delhi and Maharashtra roc it should be on RS
100/- Non-judicial stamp paper also.
·
Affidavit as per INC – 9 on RS 100/- Non-judicial
stamp paper and get it sign by the respective promoters and also notarized the
same
·
Signature specimen as per Form INC -10:- take
print on plain paper and paste the Colour passport size photograph and sign the
same in the mention bracket and get it verify by the notary/bank manager.(It
should be noted that signatures must be verify the person).
·
Occupation of each subscriber’s.
INC - 22
The
following information/documents required in Form 18:
1. Address
proof of Company, if premises is
a. Owned:
Ø
Address proof of the premises like Latest
Electricity bill, Telephone bill, Bank statement etc.
b. Rental:
Ø
Copy of Rent agreement of the office premises from
landlord.
Ø
NOC from Landlord (required in stamp paper of Rs
10/- format enclosed)
Ø
Copy of ownership documents of landlord like
electricity bill, telephone bill, Bank statement etc.
Ø
Rent Receipt
2. The name
and address of the nearest police station of the premises where the company is
going to be incorporated.
DIR - 12
The
numbers of directors are required at the time of incorporation.
In case of Private limited, there are minimum 2
directors.
In case of Public limited, there are minimum 3 the
directors.
There
are requirement of certain documents for filling of appointment of Directors in
respective company:
·
Letter of Appointment
·
Declaration as per DIR – 2.
·
Declaration by first Directors as per INC – 9. (
in the same manner as mention above)
·
Interest in other Entity:- If any director so
appointed has interest in other entity (more than one), additional sheet known
as “interest in other entity” must be attached. It should be noted that it must
position in the Company, CIN of the Company.
DIR - 2
There
are requirement of certain documents for filling of appointment of Directors in
respective company:
·
MOA as per schedule I (Table A, B, C, D, E).
·
AOA as per schedule I (Table F, G, H, I, J).
·
ID Proof (self
attested copy of PAN Card, the signature must be same as in PAN Card) and Self attested
address proof (like Voter ID Card, Latest Bank Statement/ Valid Driving Licence/
Telephone Bill/ Water Bill/ Electricity Bill etc) of Promoter and nominees.
·
Affidavit as per INC – 9 on RS 100/- Non-judicial
stamp paper and get it sign by the respective promoters and also notarized the
same
·
Signature specimen as per Form INC -10:- take
print on plain paper and paste the Colour passport size photograph and sign the
same in the mention bracket and get it verify by the notary/bank manager.(It
should be noted that signatures must be verify the person).
After
completion of above formalities CIN (corporate identification number like U
72900 DL 2012 PTC 039206) is allotted by the respective ROC.
5. COMMENCEMENT
OF BUSINESS:
The
director should file a declaration in Form
21 before commencement of business to the ROC within 180 days of its incorporation.
If
a company does not file the declaration in form INC-21 within 180 days of its
incorporation then the status of the company shall be changed to “Struck Off (Defunct)”.
In case the company files an order of Tribunal and the status of the company is
revived to “Active”.
All the formats to be used in above procedure, you can find on this link:
https://groups.google.com/d/
Concept By:-
Chander Kishor
Concept By:-
Chander Kishor
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