Procedure for Incorporation of a Company
The bringing of a corporate into its existence is called its incorporation. The Companies Act 2013 and various guidelines issued from time to time by the ministry of Corporate Affairs governs the requisite provisions relating to the incorporation of the company in India. It is pertinent to mention here that once the company gets incorporated, it becomes a distinct legal entity from those who invest in it and commonly called as the owners/ shareholders of the company.
Section 3 to 22 of the Companies Act, 2013 (herein after called the Act) read with Companies (Incorporation) Rules, 2014 made under Chapter II of the Act (herein after called ‘the Rules’) cover the provisions with regard to incorporation of companies and matters incidental thereto.
In terms of Section 3(1), a company may be formed for any lawful purpose by—
- seven or more persons, where the company to be formed is to be a public company;
- two or more persons, where the company to be formed is to be a private company; or
- one person, where the company to be formed is to be One Person Company that is to say, a private company, by subscribing their names or his name to a memorandum and complying with the requirements of this Act in respect of registration.
This is done by subscribing to their names or his name to a memorandum and complying with the requirements of this Act in respect of registration.
(2) A company formed under sub-section (1) may be either—
(a) a company limited by shares; or
(b) a company limited by guarantee; or
(c) an unlimited company.
Checkout the Main objectives of How to Register a Company :
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1. Application for Availability of Name of company
- Select, in order of preference, at least one suitable name upto a maximum of six names, indicative of the main objects of the 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) by availing the services of checking name availability on the portal.
- Apply to the concerned RoC to ascertain the availability of name in eForm1 A by logging in to the portal. A fee of Rs. 500/- has to be paid alongside and the digital signature of the applicant proposing the company has to be attached in the form. If proposed name is not available, the user has apply for a fresh name on the same application.
2. Registration of the new company
- After the name approval the applicant can apply for registration of the new company by filing the required forms (that is Form 1, 18 and 32) within 60 days of name approval
3. Preparation of Memorandum and Articles of Association
- Arrange for the drafting of the memorandum and articles of association by the solicitors, vetting of the same by RoC and printing of the same.
- Arrange for stamping of the memorandum and articles with the appropriate stamp duty.
- Get the Memorandum and the Articles signed by at least two subscribers in his/her own hand, his/her father’s name, occupation, address and the number of shares subscribed for and witnessed by at least one person.
- Ensure that the Memorandum and Article is dated on a date after the date of stamping.
4. Filing of Documents
- Login to the portal and fill the following forms and attach the mandatory documents listed in the eForm
- Declaration of compliance – Form-1
- Notice of situation of registered office of the company – Form-18.
- Particulars of the Director’s, Manager or Secretary – Form-32.
- Submit the following eForms after attaching the digital signature, pay the requisite filing and registration fees and send the physical copy of Memorandum and Article of Association to the RoC
5. Issue of Certificate of Incorporation
- After processing of the Form is complete and Corporate Identity is generated obtain Certificate of Incorporation from RoC.