- NAME APPROVAL
Name approval has to be obtained from the Registrar of Companies [“RoC”] by submitting an application in eForm INC 1.
For this you need to decide various items, which are mentioned in Form INC 1. The name once approved by the authority is valid for 60 days. The Subscriber to the Memorandum and Articles of Association shall be the applicant for the availability of name application.
- MEMORANDUM AND ARTICLES OF ASSOCIATION
After obtaining name approval, the draft Constitutional Documents of proposed Company i.e. Memorandum of Association (MOA) and Articles of Association (AOA) is to be drafted and then filed with the RoC along with the forms / documents stated in clause 3 below.
Subscription Pages of MOA & AOA – The last page of the MOA and AOA must contain details of the subscribers to the Memorandum and Articles and the number of shares to be subscribed by each. This last page is required to be executed by subscribers.
In the case of foreign subscriber the above documents need to be consularised before the Indian Embassy in the respective Country. In case of wholly owned subsidiary, a copy of the Board resolution of Holding Company approving the investment in the proposed Indian Company and authorizing a person to sign the incorporation papers on behalf of the company, duly attested by the officer of the Indian Embassy in the foreign country where the registered office is situate is also required to be attached with the papers.
- FILING OF FORMS
The following forms are required to be filed with the RoC:
(i) eForm INC 12 (for issuance of license under section 8 of the Companies Act, 2013). This application shall be accompanied by:
- a) Memorandum & Articles of Association of the proposed company.
- b) A declaration confirming the application by a Company Secretary in Practice on the Non – Judicial stamp paper of prescribed value.
- c) List of names, descriptions, addresses & occupation of the promoters as well as Board Members of the proposed company.
- d) A statement showing details of assets and liabilities of the company as on date with the application.
- e) An estimate of future annual income and expenditure of the proposed company, specifying the source of income and object of expenditure.
- f) A statement giving brief description of work, if any, already done by the association.
- g) A statement specifying briefly the grounds on which the application is made.
- h) A declaration in prescribed form on non – judicial stamp paper by each person making an application.
- i) A letter of authority
- j) Payment of prescribed fee
Presently Form No INC 12 is filed as an attachment to Form No – RD 1 alongwith the other documents.
After all the papers for obtaining license are filed and reviewed by the RoC, the RoC may require certain clarifications before issuance of license under Section 8 of the Companies Act, 2013. These clarifications or enquiry need to be satisfied by the person who has been authorized to do so by the Power of Attorney filed with the RoC or by the applicant. Once all clarifications are provided, the License under Section 8 is issued by the RoC and then applicant can file incorporation documents in below mentioned eForms:
(ii) eForm INC 7 (declaration of compliance with the requirements of the Act on application for registration of a company);
(iii) eForm INC 22 (notice of situation of registered office);
(iv) eForm DIR 12 (appointment of directors of the company); and
(v) a Power of Attorney to be executed by subscribers and proposed directors (authorization by the promoters of the company to a person/s to carry out appropriate changes as suggested by the RoC in any of the incorporation papers that have been filed).
- CLARIFICATIONS/ADDITIONAL INFORMATION REQUIRED BY ROC
After all the incorporation papers are filed and reviewed by the RoC, the RoC may require certain clarifications. These clarifications or enquiry need to be satisfied by the person who has been authorized to do so by the Power of Attorney filed with the RoC.
- CERTIFICATE OF INCORPORATION
Once all clarifications are provided, the Certificate of Incorporation is issued by the RoC and the company is deemed to be incorporated from the date of the Certificate of Incorporation.
- INDICATIVE TIME FRAME
The entire procedure can be completed on a fast track basis within 25 working days.
Information required:
DIN, Digital signature certificate, name, address, father’s name, nationality, occupation, phone number and email of the applicant;
Class and category of the proposed company, whether public company or private company and company limited by shares or limited by guarantee or unlimited company;
Name of the State/Union territory in which the proposed company is to be registered;
Details of promoters; a) Number of promoters; b) Category of promoter viz Individual, Body Corporate, Company etc.; c) DIN or Income Tax PAN or passport number of Corporate Identification Number (CIN) or foreign company registration number (FCRN) or any other registration number.
Main objects of the proposed company to be set out clearly in the name application as the RoC does not allow addition of new clause at the time of incorporation
Particulars of proposed Directors with their DIN. All the Directors must have DIN
Proposed name of the Company and in case the proposed name is not available, alternative names in order of preference;
Whether the promoters are carrying on any Partnership firm, sole proprietary or unregistered entity in the name as applied for (If yes, NOC from all owners/partners of such entity for use of such name must be provided, and in case the business of such entity shall be taken over by the proposed company after incorporation, if yes, NOC from owner/partners for taking over the business of the entity already in existence);
Whether the proposed name(s) contain(s) name of any person other than promoter(s) or their close blood relatives;
Whether the proposed name is indicative of the object of the proposed company, if yes, whether the proposed name is in consonance with the object of the proposed company;
Justification for the name chosen for the proposed company and significance of key or coined word in the proposed name;
In case of wholly owned subsidiary, as the proposed Indian company would be using the name of the Holding Company, then a NOC from the Holding Company for using its name shall also be given along with the application for availability of name. This would also facilitate expediting the name availability application;
If the promoter has any trademarks registered in India, a copy of such registration certificate as an additional justification for the name of the proposed company;
In case promoters do not have DIN and Digital Signature Certificate, the following documents/information shall be required for obtaining DIN & Digital Signature Certificate:
- Self-attested copy of Identity Proofs (Passport/PAN/Election ID Card/Aadhar Card etc). Copy of passport is mandatory in case of a foreign national. For Indian Nationals PAN is mandatory. PAN is not mandatory for foreign national.
- Self-attested copy of Address Proof (Family Register/Bank Statement/Utility Bills etc) of all proposed Directors and Promoters, who do not have DIN; if the above said documents are not in English or Hindi then the certified translation copy is required.
- Passport size photo of all promoters and proposed Directors;
- Occupation, Educational Qualifications, Phone Numbers, Mobile Numbers and Email;
- Duly filled and signed application form for obtaining Digital Signature Certificate;
- In case the proposed director is residing outside India, then the attached supporting documents like passport, etc should be attested by the following:
- Consulate of the Indian Embassy,
- Foreign public notary or
- Company secretary in full time employment /CEO/Managing director of the Indian company in which he/she proposed to be a director.
Recent Comments