First, the applicants are required to apply for a name in   Form No. INC-1.   The fee for seeking a name approval is Rs.1000/-   as prescribed   and 60 days are allowed for incorporating the company. The name should not be undesirable i.e.; identical, resembling, restricted or prohibited. (Read more on undesirable names   Click Here >>)

2. Provision for Entrenchment

As per section 5(3) of The Companies Act, 2013, articles may contain provisions for entrenchment to the effect that specific provisions of the articles may be altered only if conditions or procedures more restrictive than as applicable in case of special resolution,are met or complied. Where the articles contain the provisions for entrenchment, the company shall give notice to the Registrar of such provisionsin   Form No. INC-2   for one person company (OPC)   or   Form No. INC-7,  as the case may be, along with the prescribed fee at the time of incorporation of the company or in case of existing companies, the same shall be filed in   FormNo. MGT-14   within thirty days from the date of entrenchment of the articles, as the case may be, along with the fee as prescribed.

3. Drafting of Memorandum and Articles of Association

The memorandum (MoA) should be drafted 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 Model MoA as prescribed  in Table A to E of Schedule I of The Companies Act, 2013 can be adopted as applicable.   See Model Memorandum Click Here >>   >>  

The model articles as prescribed in Table F,G, H,   I   and J of Schedule-   I   of Companies Act, 2013 may be adopted by a company as may be applicable to the case of the company, either in totality or otherwise.   See Model Articles Click Here >>   >>

4. Application for Incorporation of Companies

After obtaining availability of name (see sample name approval certificate   >>),   applicants should file   FormNo. INC-7   for other than OPC and in   Form No. INC-2   (for OPC) with Jurisdictional Registrar of Companies (ROC) along with required information in attachments and along with prescribed fee.

5. Documents to be filed for Incorporation

Section 7 prescribes the various documents and information to be filed with RoC for registration of a new company as under:

(1)        MoA and AoA duly signed andverified

(2)        Declaration by Professionals INC-08    

(3)        Declaration from Director, Manageror Secretary

(4)        Affidavit from each subscribers and first directors INC-09

(5)        The address for correspondence

(6)        Complete Details of Subscriberswith proof of identity

(7)        Complete Details of first Directors with proof of identity

(8)        Particulars of interest of first directors in other firm/body corporate and NoC

Signing and Witness of Memorandum (MoA) and Articles (AoA)

The Memorandum and Articles of Association of the company should be signed as under:

(1)      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.

(2)      The witness shall attest the signature and shall likewise sign and add his name, address,description and occupation. The witness shall state that:

“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”

(3)     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.

(   4)    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 resolution of the board of directors of the body corporate and where the subscriber is a Limited Liability Partnership (LLP), it should besigned by a partner of the Limited Liability Partnership, duly authorized by a resolution 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.

Foreign National Subscriber to MoA :

Where subscriber to the memorandum is a foreign national residing outside India-

(a)      in a country in any part of the Commonwealth, his signatures and address on the memorandum and articles of association and proof of identity shall be notarized by a Notary (Public) in that part of the Commonwealth.

(b)      in a country which is a party to the   Hague Apostille Convention, 1961   his signatures and address on the memorandum and articles of association and proof of identity shall be notarized before the Notary (Public) of the country of his origin and be duly apostillised in accordance with the said Hague Convention.

(c)      in a country outside the Commonwealth and which is not a party to the Hague Apostille Convention, 1961, his signatures and address on the memorandum and articles of association and proof of identity, shall be notarized before the Notary(Public) of such country and the certificate of the Notary (Public) shall be authenticated by a Diplomatic or Consular Officer empowered in this behalf under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act,1948 (40 of 1948) or, where there is no such officer by any of the officials mentioned in section 6 of the Commissioners of Oaths Act, 1889 (52 and 53Vic.C.10), or in any Act amending the same;

(d)      visited in India and intended to incorporate a company, in such case the incorporationshall be allowed if, he/she is having a valid Business Visa. However, in case of Person is of Indian Origin or Overseas Citizen of India, requirement of business Visa shall not be applicable.

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 ofthe 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.

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 ormanagement 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;   Name,Recent Photograph, Father’s/Mother’s name,     Nationality, Date of Birth,  Place of Birth (District and State), Educational qualification, Occupation,         Income-tax PAN, Permanent residential address , Present address, address of previous residence if stay of present address is less  than one year, theoffice/business addresses ,         Email id,  Phone No., 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),  (Name of the company; CIN, Whether interested as a director or promoter) and 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.

6. 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

7. Notice of Situation of Registered Office:
The particulars of the registered office of the company should be filed in   Form No. INC-22.

8. Payment of Fee:
While uploading various documents prescribed fee can be paid online including stamp duty for MoA.

9. 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

10. 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)  Read more Click Here >>

11. 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.   Read more   Click here >>

Download The Companies Act, 2013 Click Here >>

Download The Companies (Incorporation) Rules,2014   Click Here >>

Table of fee prescribed for various Forms andDocuments   Click Here >>