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STEP BY STEP FORMALITIES FOR FORMATION OF A NEW COMPANY

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5. The Documents required to be filed with the Registrar

It’s a necessity to file the following documents with the registrar to incorporate the company. The below mentioned documents have to be submitted to the Registrar. In addition the required filing fees as suitable for the online registration of the company within a time of six months calculated from the day of notice of name availability.

  • Memorandum of Association, which is signed by the subscribers in the presence of witnesses, depicting the number of shares next to their names. This has to be sent in a PDF file attached electronically. It should also have the required stamp in accordance with the stamp duty applicable to the State in which the company’s registered office needs to be situated. In addition, the original version of the Memorandum of Association shall be stamped and submitted to the concerned Registrar of Companies.
  • Articles of Association should be signed electronically by the subscribers in the presence of witnesses, with the number of shares they hold next to their names It should also have the required stamp in accordance with the stamp duty applicable to the State in which the company’s registered office needs to be situated. In addition, the original version of the Memorandum of Association shall be stamped and submitted to the concerned Registrar of Companies.
  • If the company wished to enter into an agreement with any individual to be appointed as its managing or whole-time director, a copy of the agreement needs to be attached. This had to be in PDF format.
  • Declaration of e-Form 1 by an advocate or company secretary or chartered accountant who is a full time practitioner in India, or by a person who is listed as a director, manager or secretary of the company in the Articles, there is a compliance with the provisions of the Companies ACT of 1956 and all its underlying rules, with respect to the preceding matters of registration, which may be sufficient according to the Registrar as the compliance evidence. An important point to be made note of is that, for companies in which directors are also director, the details such as the names, addresses and other particulars of directors should be given and these should match the information provided in the DIN application Form. [ Section 33(2)] (Appendix 2).
  • Power of Attorney for should be duly filled by all the subscribers with details of any one subscriber or any other person giving him the authority to file these documents with the Registrar and to obtain certificate of incorporation. A Non-Judicial stamp paper should be used for giving the power of attorney and this should be submitted to the Registrar. (Appendix 3).
  • Any other agreements stated in the Memorandum or Articles of Association also need to be filed in the PDF file with the Registrar due to the fact that in such cases the agreement forms a part of this basic document.
  • Obtaining Certificate of Incorporation.
  • E-Form 18 needs to be filed with the Registrar in an electronic format with the digital signatures with respect to the location of the registered office. E-Form 18 is also required to be certified by the company secretary or chartered accountant or cost accountant who is a full time practitioner. [ Section 146 (2)] (Appendix 4)
  • E-Form 32 should be filed with the Registrar electronically for the purpose of filing the particulars of directors. The personal details need to be in accordance with the information provided in the DIN. The below mentioned specifications also need to be given in e-Form 32:
    • Name and CIN of all companies of which they are directors;
      • Names of the concerns they are in partnership with;
      • Names of concerns they are proprietors of;

    In an event where the field provided in the e-From 32 is not enough, an annexure can also be enclosed having the needed details. As an e- Form 32 accommodates three directors only, e-Form 32AD i.e. Addendum to e-Form 32 needs to be submitted for additional appointments. E-Form 32 AD, should also be certified by the practicing company secretary or chartered accountant or cost accountant in a digital format before being filed by the Registrar. On a plain paper, the person’s consent to act as director and the authorizing papers to submit e-Form 32 need to be attached along with the e-Form 32. The director or managing director or manager or secretary of the company needs to sign the E-form 32 in a digital format. It needs to be filed with the necessary filing fee as specified under Schedule XIII of the Companies Act, 1956. But, no separate filing fee needs to be paid for the addendum of e-Form 32.( Appendix 5).

6. Registration fees payment to the Registrar

The amount of fees that needs to be paid to the Registrar during the registration of a new company differs according to the authorized capital of a company which is to be registered as per Schedule X to the Act. The MCA portal calculates the fees.

7. Certificate of Incorporation (section 33 and 34)

Once the Registrar is satisfied that the company is compliant with the stipulations specified in sections 33(1) and 33(2), he retains the documents and registers the MOA, AOA and other documents. The Registrar is obligated by Section 34(1) to issue a Certificate of Incorporation, generally within 7 days after the documents are received.

8. Getting the Certificate of Commencement of inception of the business

A company which does not have a share capital or a private Ltd company is allowed to commence its business activities on the date of its incorporation. However, a company which has share capital or a public company should take a certificate of commencement before the business can be started.


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