1. Directors Identification Number (DIN) & Digital Signature Certificate (DSC):
o DIN
New section 266A has
been inserted by the Companies (Amendment) Act, 2006 which provides that every
individual, intending to be appointed as director of a company shall make an application
for allotment of Director Identification Number (DIN) to
the Registrar of Companies (ROC) in the prescribed DIN Form.
DIN can be obtained
from ROC through filing e-form for DIN i.e. DIN-1 with all required documents
mean Self attested Address Proof & Identity Proof and One Passport size
color photograph.
Note: Copy of PAN card mandatory for all
Indian Applicants & Copy of Passport mandatory for foreign national or
NRIs. In case of Director is foreign national or NRIs identity & address
proof should be notarized by an Indian Consulate of home country & address
proof should not be older more than 1 year from the date of filing of form.
o DSC
Digital
Signature Certificate (DSC) is the digital equivalent (i.e.
electronic format) of physical or paper certificates.
A
digital certificate can be presented electronically to prove your
identity, to access information or services on the Internet or to sign certain
document digitally. Since, Ministry of Corporate Affairs (MCA) accepts
electronic submission of Forms on its portal the DSC is mandatory for all the
users.
Documents required for
obtaining DSC:
Digital
Signature Certificate application form (duly signed by applicant)
& all same documents as required in DIN application form
2. Selection
of name for the proposed company:
The Promoters have to
provide at least 6 names in the order of their preference/priority. The
promoters can themselves search for the available names by visiting the MCA
website.
After selecting name
for the company time to file Application of Name Availability with ROC in e-form
1A, the applicant needs to give 6 proposed names in preferences/priority
along with their meaning & significance of each word. This form should be
digitally signed by the Managing Director or Director or Secretary of the
Company.
3. Drafting
of Memorandum and Articles of Association:
o What is Memorandum of Association (MOA)?
Memorandum of Articles
covers fundamental provisions of the company’s constitution. It covers the main
object and other object of the company.
o What is Articles of Association (AOA)?
Articles of
Association contain rules & regulation governing the internal management of
the company. It is binding contract between the company & its
members and members among themselves defining their rights & duties.
After getting name
approval from ROC, the next step is to draft MOA & AOA. The subscribers
need to specify Name, Address & Occupation in their own handwriting &
sign the subscripttion page of MOA & AOA.
If one of the
subscriber is Foreign National or NRIs, the subscripttion page where he/she is
supposed to sign on the MOA & AOA, should be notarized by an Indian
Consulate of Home Country.
4. Stamping,
digitally signing and e-filing of various documents with the
Registrar:
After name approval
following forms to be filed with ROC on the MCA website:
1) Form-1
(Application or Declaration for Incorporation of Company), along with
MOA & AOA. This form should be digitally signed by the Managing Director or
Director or Secretary of the Company or Chartered Accountant.
2) Form-18
(Notice of Situation or Change in Situation of Registered Office), along
with following attachments:
o Proof of Registered address shall be attached
to e-form 18.
o No Objection Certificate (NOC) from
the director if the registered address owned by the director (not taken on
lease by the company).
o Other optional attachments
3) Form-32
(Notice of Directors with their personal Details), along with consent
letters of director as optional attachment
5. Payment
of Fees:
After filing of
documents online, we need to make payment to ROC fees & Stamp Duty
electronically which is based upon the Authorised Capital of the Company.
Please refer to the “Fee Calculator” link on the MCA website
for the ROC fees.
Note: Stamp Duty
varies as per the “State” in which the Company is to be registered. Please
refer to the “Stamp Duty” link on the MCA website
6. Verification
of documents/forms by ROC:
After payment
of all stamp duties & ROC fees, ROC scrutinizes all the documents
& forms. Now form-18 & form-32 are approved immediately through “STP”
(Straight Through Process) & form-1 is scrutinized by ROC in detail. In
case of any objection/queries raised by ROC, resubmission of form may also
require.
7. Obtaining Certificate of
Incorporation:
Once all the Forms are
duly approved by ROC, the digitally signed “Certificate of Incorporation”
is emailed to the Directors.
As part of Green
Initiative by the MCA, few Certificates including “Certificate of
Incorporation” are now issued only in the electronic format i.e. softcopy
(having digital signature of ROC). Once the
Incorporation Certificate is received, Company can start its
operations.
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