Friday 3 February 2012

Incorporation of Company


Registrars of Companies (ROC) appointed under Section 609 of the Companies Act covering the various States and Union Territories, are vested with the primary duty of registering companies floated in the respective States and Union Territories and of ensuring that such companies comply with statutory requirements under the Act. These offices function as registries of records relating to the companies registered with them, which are available for inspection by members of the public on payment of the prescribed fee.
The Registrars of Companies in different States primarily deal with the Incorporation of companies, change of name of companies, change of financial year, conversion of companies from Private to Public and vice versa, striking off of the names of companies, and default action against companies.


The steps to be followed for registering a private limited or a public limited company are enlisted here.

Steps to be taken to get incorporated a Private Limited Company:

  • Obtaining Director Identification Number (DIN) for the Directors/Promoters.
The concept of a Director Identification Number (DIN) has been introduced for the first time with the insertion of Sections 266A to 266G of Companies (Amendment) Act, 2006. As such, all the existing and intending Directors have to obtain DIN within the prescribed time-frame as notified. You need to file eForm DIN-1 in order to obtain DIN.
  • Obtaining Digital Signature (DSC) for one applicant.
  • The Information Technology Act, 2000 provides for use of Digital Signatures on the documents submitted in electronic form in order to ensure the security and authenticity of the documents filed electronically. This is the 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. Acquire DSC -A licensed Certifying Authority (CA) issues the digital signature. Certifying Authority (CA) means a person who has been granted a license to issue a digital signature certificate under Section 24 of the Indian IT-Act 2000.Register DSC -Role check for Indian companies is to be implemented in the MCA application. Role check can be performed only after the signatories have registered their Digital signature certificates (DSC) with MCA.

  • Select, in order of preference, a few suitable names, not less than four, indicative of the main objects of the company.
  • Ensure that the name does not resemble the name of any other company already registered and also does not violate the provisions of Emblems and Names (Prevention of Improper Use) Act, 1950.
  • Apply to the concerned ROC to ascertain the availability of a name by filing Form 1A along with a fee of Rs.1000/- If the proposed name is not available apply for a fresh name on the same application.
  • Arrange for the drafting of the Memorandum and Articles of Association by the solicitors, the vetting of the same by the ROC and the printing of the same.
  • Now days online stamp duty is paid the stamping of the Memorandum and Articles.
  • Get the Memorandum and Articles signed by at least two subscribers in his own hand, his father's name, occupation, address and the number of shares subscribed for and witnessed by at least one person.
  • Get the following forms duly filled up and signed:
    • Declaration of Compliance
    • Notice of the situation of the registered office of the company
    • Particulars of the Director, Manager or Secretary
  • Online File the following documents to the ROC with the filing fee and the registration fee:
    • Signed copies of the Memorandum and Articles of Association.
    • Form-1, 18 & 32.
    • Power of Attorney from the subscribers in favour of any person for making corrections on their behalf in the documents and papers filed for registration.
    • Obtain the Certificate of Incorporation from ROC.

Additional Steps to be taken for formation of a Public Limited Company

  • Consent of Directors to act as such in Form No.29.
  • Holding Statutory Meeting for and filing related documents with ROC.
  • Obtain the Certificate of Commencement of Business.
More information can be obtained from the website of the Ministry of Corporate Affairs  www.mca.gov.in 

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