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Procedure for Incorporation

For incorporating a company under section 8 of the Companies Act, 2013, following procedure needs
to followed:

1. DIN & Digital Signature Certificate:


DIN and Digital Signature Certificate for all the proposed Directors of the Company must be obtained.
For obtaining DIN an application in Form No. DIR 3 should be filed on MCA Portal. DIN application
is processed and approved by the Central Government through the office of Regional Director,
Ministry of Corporate Affairs. Form No. DIR 3 must be accompanied by self attested Identity Proof
and Address Proof and one recent passport size colour photograph of the Applicant. Pan card is
mandatory for Indian Nationals. All the documents must be attested by a practicing professional viz.
practicing Company Secretary, Practicing Cost & Management Accountant, or practicing Chartered
Accountant.
Digital Signature is the only secure and authentic way that a document can be submitted
electronically. All filings of e-forms on MCA Portal are required to be filed with the use of Digital
Signatures by the person authorised to sign the documents. For Obtaining Digital Signature
application needs to be made, to licensed Certifying Authority (CA).

2. Name Approval:
Name approval has to be obtained from the concerned Registrar of Companies ["RoC"] by submitting
an application in Form No. INC 1.
The Applicant can give maximum six names in order of preference. The name once approved by the
authority is valid for sixty days. The Promoter /Subscriber to the Memorandum and Articles of
Association shall be the applicant for the availability of name application.

3. Memorandum & 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 other documents in eForm INC 12 for issuance of license under section 8 of
the Companies Act, 2013
Subscription Pages of MOA & AOA Memorandum and articles of association of the company shall
be signed by each subscriber to the memorandum who shall mention his name, address, description
and occupation, if any, in the presence of at least one witness who shall attest the signature and shall
likewise sign and add his name, address, description and occupation, if any. The witness shall be a
practicing professional viz. practicing Company Secretary, Practicing Cost & Management
Accountant, or practicing Chartered Accountant
In the case of foreign subscriber the above documents should be attested by the Consulate of the
Indian Embassy in the respective Country or by foreign public notary. 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.

4.Filing of Forms for issuance of license under section 8 of the Companies Act, 2013 :
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:

Memorandum & Articles of Association of the proposed company.

A declaration confirming the application by a Company Secretary in Practice on the


Non Judicial stamp paper of prescribed value.

List of names, descriptions, addresses & occupation of the promoters as well as


Board Members of the proposed company.

A statement showing details of assets and liabilities of the company as on date with
the application.

An estimate of future annual income and expenditure of the proposed company,


specifying the source of income and object of expenditure.

A statement giving brief description of work, if any, already done by the association.

A statement specifying briefly the grounds on which the application is made.

A declaration in prescribed form on non judicial stamp paper by each person


making an application.

A letter of authority

Payment of prescribed fee

Presently Form No INC 12 is filed as an attachment to Form No RD 1 alongwith the other


documents. Once the INC 12 is approved the, a license under Section 8 of the Companies Act, 2013
is issued and then applicant is required to file following forms/documents in order to obtain Certificate
of Incorporation.

5. Filing of Incorporation Forms on MCA Portal:


The following forms are required to be filed with the RoC after issuance of license:
o

Form No. INC - 7 (declaration of compliance with the requirements of the Act on
application for registration of a company);

Form No. INC - 22 (notice of situation of registered office);

Form No. DIR 12 (appointment of directors of the company); and

A Power of Attorney to be executed by subscribers and proposed directors


(authorisation 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).
6. 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
authorised to do so by the Power of Attorney filed with the RoC.