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New company - How to form new company |
Steps - Incorporation of a new company involves
Approval of the Name
Preparation of documents
Stamping of Documents and submission for vetting by the concerned Registrar of Companies
Corrections in the documents as advised the Registrar of Companies
Uploading of the pre-vetted documents and payment of requisite filing fees
Submission of the physical copies of the documents uploaded.
Approval of Registration
Name Approval
eForm : 1A
Information about the applicant Name, address, occupation and email id.
Names (Maximum 6), in order of preference, of the proposed company.
Significance of the names
Main object of the proposed company
Names of the Promoters. In case of a Private Limited Company minimum 2 and in case of a Public Limited Company minimum 7 names are required.
Information of the Proposed Directors :
Director Identification No. (DIN)
Name of Father/Husband
Corporate Identity No. (CIN), in case already a Director/Promoter of an existing company.
Date of Birth
Permanent & Present Residential Address
Proposed Authorised Capital
All the proposed Directors should have valid Director Identification No. (DIN).
In case any Director is not having DIN, apply for DIN and thereafter make an application for name approval.
The applicant should be having valid Digital Signature Certificate (Class 2 or above) from one of the approved Certifying Authorities e.g. MTNL, TCS.
The names should be indicative of the activities/main object of the proposed company.
Ensure that the name does not resemble the name of any other already registered company and also does not violate the provisions of emblems and names (Prevention of Improper Use Act, 1950). The MCA Portal provides the facility of online checking of the names of existing companies/names already approved.
The use of words in the name of Company like "National", "Global", "Industries", "Enterprises", "Universal", "International", "Hindustan", "India", "Corporation" etc. is allowed only if Authorised Capital of Company is large enough. For details refer Circular F. No. 27/1/87 dated 13-3-1989.
Register with MCA Portal as "Registered User" and remember user name and the Password.
Electronically File application in completed eForm 1A.
Make the payment online, through payment gateway or generate challan, for Rs. 500/- for off line payment.
In case of off line payment, make the payment of challan, through designated branches of the authorized bank.
The online payment should be preferred for faster clearance, as the application can not be processed till the payment has been made.
The name approval is conveyed through email to the applicant. The status can also be checked online through the user id used for efiling of Form 1A.
The name approval is valid for 60 days only. In case further steps for the incorporation of the company could not be completed, Make application for renewal of name, Renewal is for one month and if, thereafter require fresh application should be made in Form 1A.
Preparation and submission of documents
Following Documents are required :
eForm 1 - Declaration of compliance of all provisions on Stamp paper of Rs 100/- (Ensure that stamp paper is not in name of company but in name of any of the Applicant)
Memorandum of Association (MOA) It should contain following clauses:
The name of the proposed company It should be the same as given in the name approval letter.
Domicile of the company; i.e., the state in which the proposed company is sought to be registered.
Objects Clause should be consist of
Main Object: It should clearly State the activities to be carried on by the company upon incorporation. Generally, ROC does not allow more than one or two clauses under this Clause.
Objects Ancillary or incidental to the main Objects of the Company. This should contain objects, which are required to be carried out to attain the Main Objects of the company.
Other Objects: These are the objects, which the company is likely to carry out either along with the Main Objects or in place of Main Objects.
These clauses should be drafted carefully to avoid frequent amendments.
The Capital Clause should show the Authorised Capital of the company , in case the company is being registered with share capital. It should also state that the paid-up capital of the company shall be minimum Rs. 1 lakh [5 lakhs in case of Public company]. In case the liability of the members is limited, the same should be mentioned in the Memorandum of Association. The Stamp Duty and ROC fees are payable based on the Authorised Capital.
The Subscription clause should be signed by all the subscribers (Minimum two in case of Private Company & Seven in case of Public Company) and mentioning in their own handwriting, name, address, occupation and number of shares agreed to be subscribed before a witness. Witness also has to write his details in his own handwriting.
The Liability clause should mention the fact that the liability of the company is limited (by shares or by Guarantee as the case may be).
Articles of Association (AOA ) For all companies, to the extent applicable:
A/A, if filed, may contain clauses like capital structure, power to issue further shares, make call, forfeit, issue bonus shares, or buy back of shares including power to increase, convert, cancel, consolidate and/or spilt the shares etc.
A/A must not be ultra vires the Act or the M/A
The relationship of promoters inter se or rights powers duties of each promoter may be described in A/A.
Any MoU or shareholders agreement etc. between promoting groups may be suitably referred to in A/A, if it is desired that company should take cognizance of such MoU etc.
The method and mode of valuation of shares, further allotment etc., if desired, may be enclosed in A/A.
Minimum/maximum number of Directors, their rights, and duties can be contained in A/A.
Appointment/Reappointment, Retirement, Re-muneration of Directors may also be mentioned in A/A.
A public company limited by shares may adopt fully or partly "Table A" as its A/A. A Private company must file and register A/A mentioning the restraints as per S. 3(1)(iii). For other clauses, "Table A" may be adopted.
Restraints u/s 3(1)(iii) in case of Private Limited Company :
The right to transfer the shares is restricted.
Number of members not to exceed 50 (excluding employees).
Prohibition of invitation to public to subscribe shares/debentures.
Prohibition of invitation/acceptance of deposits from persons other than members, directors or their relatives.
eForm 18 for situation of the registered office :
Address of Registered Office
Address of Jurisdictional Police Station also to be mentioned.
Form 1A reference number is also to be given.
It is to be digitally signed by any one of the directors.
Director Identification No. (DIN)
The eForm 32 comes with "Pre-Fill" button. The name, Fathers Name and Address of the Director will be filled automatically.
It is to be digitally signed by any one of the directors.
Ensure that none of the Directors is disqualified.
To be executed by all the subscribers on Stamp paper of Rs 100/- (Ensure that stamp paper is not in name of company but in name of any of the Subscriber).
To contain power to make alterations and also to collect certificate of incorporation.
Stamping of Documents and submission for vetting by the concerned Registrar of Companies :
Following Documents are to be Stamped :
Memorandum of Association Rs. 200/- on first page of MOA.
Articles of Association Stamp duty will vary depending upon the Authorised Capital
Form 1 Rs. 100
Power of Attorney Rs. 100
Following Documents to be Submitted to the concerned ROC, for vetting :
Memorandum of Association
Articles of Association
Power of Attorney
Form 1
Form 32
Form 18
Corrections in the documents as advised the Registrar of Companies :
Make all the corrections in the documents, as advised by the ROC. Ensure that the originals returned by the ROC bears the stamp of Pre-scrutiny by ROC.
Uploading of the pre-vetted documents and payment of requisite filing fees
Following forms to be uploaded/eFiled :
Form 1 : with following attachments :
Scanned copy of MOA ensure that the stamp duty payment and ROC Pre-Scrutiny by ROC are visible.
Scanned copy AOA ensure that the stamp duty payment and ROC Pre-Scrutiny by ROC are visible.
Scanned copy of First page of Form 1 showing payment of stamp duty
Annexure containing detail of subscribers
Form 18
Generate Challan/make on line payment for filing of the above Forms.
All the scanned documents should be saved in "PDF" format. The MCA portal does not accept files in any other format.
The First page of MOA, AOA, & Form 1, bearing Stamps for payment of Stamp duty & pre-scrutiny by ROC, should be scanned in colour/black and white (both are valid).
Other pages can be scanned in Black & white, to reduce the size of file.
The eforms being used, should be latest version. There should not be much time gap between downloading of the blank form and uploading of the duly filled in form. The user may face difficulties in uploading, if there is a time gap of more than 3-4 days.
After efiling, the user should regularly visit MCA portal to check the status of the documents filed. The queries raised , in respect of documents filed, are normally mentioned as "remarks".
Submission of the physical copies of the documents uploaded
After eFiling of the documents as described above following documents are required to be submitted to the concerned ROC :
Original, stamped copy, of MOA
Original, Stamped copy of AOA
Copy of challan, duly paid, as an evidence of completed efiling of the documents.
Approval of Registration
The concerned ROC generates the Corporate Identity No. (CIN) on satisfactory completion of all the formalities. The Promoter, or Power of Attorney holder can collect the original certificate of incorporation. Otherwise it is directly sent to the Promoter.