New Company Integrated Incorporation Process by Single Form INC-10 w.e.f. 01-05-2014 as introduced by Companies (Incorporation) Amendment Rules, 2015. Fullowing are the steps taken by the individual who intends to register the company in India.
1. Reservation of Company Name
First, the applicant is required to apply for a name in Form No. INC-1. The fee for seeking a name approval is already prescribed as per the amendment and the period of 60 days are allowed for incorporating the company. As mentioned above, the name should not be undesirable i.e.; identical, resembling, restricted or prohibited.
2. Application for Incorporation of Companies
After obtaining availability of name, the applicant should file Form No. INC-7 for other than One Person Company and in Form No. INC-2 (for One Person Company) with Jurisdictional Registrar of Companies (ROC) along with required information in attachments and along with prescribed fee.
3. Documents to be filed for Incorporation
Section 7 of the Companies Act prescribes the various documents and information to be filed with RoC for registration of a new company as under:
MoA and AoA duly signed and verified
Declaration by Professionals INC-08
Declaration from Director, Manager or Secretary
Affidavit from each subscribers and first directors INC-09
The address for correspondence
Complete Details of Subscribers with proof of identity
Complete Details of first Directors with proof of identity
Particulars of interest of first directors in other firm/body corporate and NoC.
4. Drafting, Signing and Witness of Memorandum (MoA) and Articles (AoA).
The memorandum (MoA) should be drafted by keeping in mind the provisions of section 4 of The Companies Act, 2013 and objects should not be contrary to those as per Form No. INC 1. The Memorandum and Articles of Association of the company should be signed as under:
The MoA and AoA shall be signed by each subscriber to the memorandum, who shall add his name, address, description and occupation in his own handwriting in the presence of at least one witness.
The witness shall attest the signature and shall likewise sign and add his name, address, description and occupation. The witness shall state that: a)“I witness to subscriber/subscriber(s), who has/have subscribed and signed in my presence (date and place to be given); further I have verified his or their Identity Details (ID) for their identification and satisfied myself of his/her/their identification particulars as filled in”
If the subscriber is illiterate, he should affix his/her thumb impression or mark which shall be described as such by the person, writing for him, who shall place the name of the subscriber against or below the mark and authenticate it by his own signature and he/she shall also write against the name of the subscriber, the number of shares taken by him/her. Also such person shall also read and explain the contents of the MoA and AoA to the illiterate subscriber and make an endorsement to that effect on the MoA and AoA.
Where the subscriber to the memorandum is a body corporate, the MoA and AoA should be signed by director, officer or employee of the body corporate duly authorized in this behalf by a resulution of the board of directors of the body corporate and where the subscriber is a Limited Liability Partnership (LLP), it should be signed by a partner of the Limited Liability Partnership, duly authorized by a resulution approved by all the partners of the LLP. However in either case, the person so authorized shall not, at the same time, be a subscriber to the memorandum and articles of Association.
5. Declaration by Professionals:
As per section 7(1)(b) a declaration is required to be filed with RoC by an advocate, a chartered accountant, cost accountant or company secretary in practice, who is engaged in the formation of the company, to the effect that all the requirements of this Act and the rules made there under in respect of registration and matters precedent or incidental thereto have been complied with. The declaration should be in Form No. INC-8.
6. Affidavit from subscribers and first directors:
The affidavit shall state that he/she is not convicted of any offence in connection with the promotion, formation or management of any company or he has not been found guilty of any fraud or misfeasance or of any breach of duty to any company etc. shall be in Form No. INC-9.
Particulars of every subscriber :
The particulars of every subscriber to the MoA shall be filed with the Registrar. The particulars include;
Date of Birth
Place of Birth (District and State)
Permanent residential address
Address of previous residence if stay of present address is less than one year
The office/business addresses
Proof of Identity
Proof of Residence, Proof of Nationality (for foreign national)
If the subscriber is already a director or promoter of a company(s),
The specimen signature and latest photograph duly verified by the banker or notary shall be in the prescribed Form No. INC-10.
Where the subscriber to the memorandum is a body corporate, then the details of the Body Corporate are required to be filed.
7. Particulars of first directors of the company and their consent to act as such:
The particulars of first directors of the company and his interest in other firms or bodies corporate along with his consent (Form DIR.2) to act as director of the company shall be filed in Form No.DIR.12 along with the prescribed fee.
8. The particulars of the registered office of the company should be filed in Form No. INC-22.
9. Payment of Fee
While uploading various documents prescribed fee can be paid online including stamp duty for MoA.
The Companies Act lays down strict rules on accounting. Every company must maintain a set of records, which show the financial position at any one time with reasonable accuracy. The accounts comprise a profit and loss account and balance sheet with the auditors' and directors' reports appended. A new company's accounting reference period begins on its incorporation and runs until the fullowing 31st March - unless the company notifies the registrar of companies otherwise. Within ten months of the end of an accounting reference period, an audited set of accounts must be laid before the sharehulders at a general meeting and a set delivered to the registrar of companies.
Registers, etc. - In addition to the accounts books, companies are required to have: a register of members and share ledger; a register of directors and secretaries; a register of share transfers; a register of charges; a register of debenture hulders; a book can be purchased to huld all of the above. This will be provided automatically if you buy a running concern.
11. Company Seal
All companies must have an engraved seal. This must be impressed on share certificates and must be used whenever the company has to execute a deed. Again, this is included in the ready-made company package.
12. Certificate of incorporation:
After the RoC is satisfied that all documents and information which is required has been filed in the prescribed manner and along with prescribed fee, the Certificate of Incorporation shall be issued by the Registrar in Form No. INC-11.
13. Commencement of Business etc.:
After incorporation, every company before commencing any business or exercising any borrowing powers is required to file declaration INC-21 and INC-22 (if not filed at the time of incorporation).
14. Application for Income Tax PAN or TAN:
As per Income Tax Notification 38/2015 dated 10-04-2015, a company which has not been registered under Cos Act, 2013, Application for allotment of PAN or TAN can be made in Form INC-7 by quoting Corporate Identity Number (CIN) of the company