PDFFile Print RemoveHighlighting

INCORPORATIONOFPRIVATE/PUBLICCOMPANY
ApplicableSections

Sections3,4,5,7,11,12,152and153oftheCompaniesAct,2013

ApplicableRule

Rules8to18,24,25and36ofCompanies(Incorporation)Rules,2014

Synopsis

Under 1956 Act, a private company could commence its business after obtaining certificate of incorporation.
Under Companies Act, 2013, a public company as well private company having share capital need to obtain
certificate for commencement of business. With the aim of ease of doing business, Companies (Amendment)
Act, 2015 has done away with the need to obtain certificate of commencement of business. Accordingly both
privateaswellaspubliccompanycancommenceitsbusinessonobtainingcertificateofincorporationonly.

Hencetheprocedureforincorporationofaprivate/publiccompanyremainsthesamewiththevariationinterms
ofnumberofdirectors,members.Aprivatecompanyneedtohavetwodirectorswhereasaspubliccompanyneed
to have three directors. Minimum number to form a private company is two, and maximum is two hundred,
whereasapubliccompanyneedtohaveminimumofsevenmembers.

Procedure

1.Reservationofname:AnapplicationforthereservationofnameshallbemadetotheRegistrarinFormNo.INC.1
asthenameoftheproposedcompanyorthenametowhichthecompanyproposestochangeitsnamealongwiththe
feeasprovidedintheCompanies(RegistrationOfficesandFees)Rules,2014.

On receipt of an application, the Registrar may, on the basis of information and documents furnished along with the
application,reservethenameforaperiodofsixtydaysfromthedateoftheapplication

2.Applicationforincorporationofcompanies:Anapplicationshallbefiled,withtheRegistrarinFormNo.INC.7along
with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 for registration of a company
[rule12].

3.Signingofmemorandumandarticles:Themannerofsigningmemorandumandarticlesofassociationisprescribed
underrule13.

(Note: The objects clause of the Memorandum should comprise of the objects immediately on incorporation to be
pursuedbythecompanyandobjectsincidentalandconsequentialthereto.Otherobjectsshouldnotbeincludedinthe
objectsclause).

4. Declaration by professionals : The declaration by an advocate, a Chartered Accountant, Cost accountant or

Company Secretary in practice that all the requirements of this Act and the rules made thereunder in respect of
registration and matters precedent or incidental thereto have been complied with shall be made in Form No. INC.8.
[rule14]

5. Affidavit from subscribers and first directors : The affidavit shall be submitted by each of the subscribers to the
memorandumandeachofthefirstdirectorsnamedinthearticlesthattheyarenotconvictedandhavenotbeenfound
guiltyofanyfraudormisfeasance,etc.,underthisActduringthelastfiveyearsinFormNo.INC.9[rule15]

6.ParticularsofeverysubscribertothememorandumwhichisrequiredtobefiledwiththeRegistrarisspecifiedunder
rule16
7.AllotmentofDIN:WhereproposeddirectorhavenoDirectorIdentificationNumber(DIN),applicationforallotment
ofDINshallbefiledinFormDIR3.

8. Filing of particulars of first directors of the company and their consent to act as such with the Registrar : The
particulars of each person mentioned in the articles as first director of the company and his interest in other firms or
bodies corporate along with his consent to act as director of the company in Form DIR2 shall be filed in Form
No.DIR.12alongwiththefeeasprovidedintheCompanies(RegistrationOfficesandFees)Rules,2014.[rule17]

9.Certificateofincorporation:ThecertificateofincorporationshallbeissuedbytheRegistrarinFormNo.INC.11and
corporateidentitynumber(CIN)shallbeallotted[rule18]

10. Verification of registered office : The company shall furnish to the Registrar verification of its registered office
within30daysofitsincorporation,inFormNo.INC.22,alongwithfeeandthefollowingdocuments:

(a)theregistereddocumentofthetitleofthepremisesoftheregisteredofficeinthenameofthecompany
or

(b)thenotarizedcopyofleaseorrentagreementinthenameofthecompanyalongwithacopyofrentpaid
receiptnotolderthanonemonth

(c)theauthorizationfromtheownerorauthorizedoccupantofthepremisesalongwithproofofownershipor
occupancyauthorization,tousethepremisesbythecompanyasitsregisteredofficeand

(d)theproofofevidenceofanyutilityserviceliketelephone,gas,electricity,etc.depictingtheaddressofthe
premisesinthenameoftheownerordocument,asthecasemaybe,whichisnotolderthantwomonths.

11.PrintingofCINondocuments:Everycompanyisrequiredtoprintcorporateidentitynumber(CIN)alongwith
telephone number, fax number, if any, email and website addresses on all its business letters, bill heads, letter
papersandinallitsnoticesandotherofficialpublications.
AllrightsreservedwithJusScriptum.

Print PDFFile