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Incorporation of a company

Incorporation of a company. u nder Companies Act, 1956. Steps to be invovled while incorporating a company (private or public limited). Apply DIN’s for all directors with MCA and also apply Digital signature for any one of the director simultaneously with DINS.

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Incorporation of a company

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  1. Incorporation of a company under Companies Act, 1956

  2. Steps to be invovled while incorporating a company (private or public limited) • Apply DIN’s for all directors with MCA and also apply Digital signature for any one of the director simultaneously with DINS. • The applicant proposing to incorporate a new company can search for the name of the new company by using the Check Company Name service under Other Services in MCA portal. • Apply Form No.1A for name availabilty of company • After approval of name of the company, we can draft MOA, AOA and special POA. • File Form No.1, Form No. 18 and Form No.32 with state Registrar of Companies(ROC) of the state in which main office is located. • After approval of all forms, we get a incorporation certificate from Registrar of Companies(ROC)

  3. If it is a private company • Minimum paid-up share capital of Rs.1 Lakh or such higher capital as may be prescribed • AOA restricts the right of transfer of its share and deposits from public • The minimum numbers of subscribers/promotors is 2 • The minimum number of directors is 2 • It can be starts its business from the day one of the incorporation

  4. If it is a public limited company • Minimum paid-up share capital of Rs.5 Lakh or such higher capital as may be prescribed • The minimum number of subsrcibers/promotors are 7 • Minimum numbers of directors are 3 • Public companies have to wait till they are obtain commencement of business certificate for starts the business

  5. How to apply Director Identification Number(DIN) • Every individual, intending to be appointed as director of a company shall make an application for allotment of DIN to the Central Government in the prescribed DIN Form • Before submission of e-Form 1A all directors of the proposed the company must ensure that they are having DIN and if they are not having DIN, it should be first obtained. • Once DIN obtained shall act as the director for all the companies in which he is a director or intended to be a director. • process-DIN.pdf • For applying DIN, We required address and ID proofs of the applicants. • Fill the DIN application and pay application fee is Rs. 100/- • Address and ID proofs of applicants should be attstation by practice in CS or practice in CA • We will get a provisional DIN • Submit the application to Noida • It should be approved in 3 working days and after approval, it will be the permanent DIN

  6. How to apply Digital Signature Certificate(DSC) • DSC only secure and authentic way that a document can be submitted electronically • As such, all filings done by the companies under MCA21 e-Governance programme are required to be filed with the use of Digital Signatures by the person authorised to sign the documents • DSCs are typically issued with one year validity and two year validity. These are renewable on expiry of the period of initial issue • We can enroll digital certificates in the following website:www.tcs-ca.tcs.co.in

  7. Apply Form No.1A for Name Availabilty • Application form for availability or change of a name • The name avalability form should be filed in e-Form 1A with ROC • This approval is subject to certain conditions for instance, there should not be an existing company by the same name • The application should mention at least 6 suitable names of the proposed company, in order of preference • In case of key words, significance of keyword is required

  8. Aproval of Name • The ROC generally informs the applicant within seven days from the date of submission of the application, whether or not any of the names applied for is available. • Once a name is approved, it is valid for a period of 6 months, within which time MOA & AOA together with miscellaneous documents should be filed. • If unable to do so, an application may be made for renewal of name by paying additional fees • After obtaining the name approval, it normally takes approximately 2-3 weeks to incorporate a company depending on where the company is registered.

  9. Drafting of MOA and AOA • Drafting of the MOA and AOA is generally a step subsequent to the availability of name made by the Registrar • It should be noted that the main objects should match with the objects shown in e-Form 1A • These two documents are basically shown the charter, internal rules and regulations of the companies. Therefore, they must be drafted with utmost care with the experts advise and the other object clause should be drafted in a very broader sense

  10. MOA • It contains 6 clauses • First clause: Name of the company • Second clause: Registration office • Third clause: objectives (these are 3 types) • Main Objects: Its states that principle objects • Incidental or Anciallary Objects: These are supportive to the main objects • Other Objects: Which are not related to the business are in other objectives. • Fourth clause: Its states that company liabilities ie limited or not • Fifth clause: Its states that authorised capital of the company • Sixth clause: Its states that shareholding pattern of the share holders.

  11. Special power of attorney(POA) • We represent before Registrar of Companies, as authorised persons to do incorporation of proposed company on bahalf of the clients • And to make necessary corrections, modifications and alterations, if any, in various forms and documents filed by us in connection with incorporation of the aforesaid company and also to make changes/alterations, if any, in the Subscription Clause of the Memorandum and Articles of Association of the Company. • POA.doc

  12. Forms for incorporation • We can file the following documents with ROC and pay the prescribed fee • Form 1: Application or declaration for incorporation of a company • Form 18: Notice of situation or change of situation of registered office • Form 32: Particulars of appointment of managing director, directors, manager and secretary • Form 1.PDF • Form 18.PDF • Form 32.PDF

  13. Stamp Duty • A stamp duty is required to be paid on the MOA, AOA and Form 1. The stamp duty depends on the authorized share capital • Stamp duty on Form 1 is Rs. 20/- • The stamp duty on MOA is Rs. 500/- irrespective of the capital • The stamp duty on AOA must be paid, which ever is higher of the below: • 0.15% of the authorised capital (or) • Rs. 1000/-

  14. Approval of Forms • After approval all forms by Registrar of Companies, we receive a incorporation certificate from ROC.

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