Persons
desirous of forming a company must adhere to the step
by step procedure as discussed below:- |
| 1. |
Selection of type of the company. |
| 2. |
Selection of name for the proposed company. |
| 3. |
Apply for Directors Identification Number and
Digital Signatures. |
| 4. |
Drafting of Memorandum and Articles of Association. |
| 5. |
Stamping, digitally signing and e-filing of various
documents with the Registrar. |
| 6. |
Payment of Fees. |
| 7. |
Obtaining Certificate of Incorporation. |
| 8. |
Preparation and filing of Prospectus/Statement
in lieu of Prospectus and e-Form 19/20 (in case
of public companies) for obtaining the certificate
of commencement of business. |
| 9. |
Obtaining Certificate of Commencement of business
(in case of public limited companies). |
|
| 1. Selection of
the type of company |
The Promoters of a company may be individual entrepreneurs
or body corporate engaged in efforts to incorporate
a company. They have the power of defining the object
of the company and deciding various matters for the
company proposed to be incorporated. It is depending
upon, the purposes for which the company is to be incorporated,
proposed scale of operations, capital involved, etc.
The promoters can select type of the company as they
wish to form themselves into viz. private company, public
company, non-profit making company, etc.
|
| 2. Selection of
name |
Six names are required to be selected in order of
preference after taking notes of numerous provisions,
clarifications, circulars and rules made by the Ministry
of Corporate Affairs, etc. In case key word is required,
significance of each key word should be given in the
e-Form 1A.
|
| 2.1 Applying for ascertaining
the availability of the selected name |
| The
promoters are required to make an application
to the concerned Registrar of Companies to be
submitted electronically to the Ministry of Corporate
Affairs on the portal of MCA. An application shall
be in e-Form 1A as prescribed by Notification
No. GSR 56(E) dated 10th Feb., 2006 duly digitally
signed by any one promoter or managing director
or director or manager or secretary of the company
along with the required fee for ascertaining whether
the selected name is available for adoption by
the promoters of the proposed company.
|
| 2.2 Approval of the name |
| After receipt
of completed application in e-Form 1A, the Registrar
shall intimate whether the proposed name is available
for adoption or not. The confirmation of the name
made available by the Registrar shall be valid
for a period of six months.In case, if the promoters
fail to submit all the required documents for
incorporation within that period, then they are
required to submit another application after payment
of requisite fees.
|
|
| 3. Requirement
for having DIN |
As
per proviso to section 253 of the Companies Act, 1956,
inserted by the Companies (Amendment) Act, 2006, w.e.f.
1-11-2006, no company shall appoint or re-appoint any
individual as director of the company unless he has
been allotted a Director Identification Number under
section 266B.
|
New section 266A has been inserted by the Companies
(Amendment) Act, 2006 which provides that every individual,
intending to be appointed as director of a company
shall make an application for allotment of Director
Identification Number (DIN) to the Central Government
in the prescribed DIN Form. Therefore, before submission
of e-Form 1A all the directors of the proposed company
must ensure that they are having DIN and if they are
not having DIN, it should be first obtained.
|
Specific care should
be taken that a person cannot have more than one DIN,
therefore, a DIN once obtained shall serve the requirement
for all the companies in which he is a director or intended
to be a director.
| 3.1 Requirement for having
digital signatures |
| After 16th
Sept., 2006, every documents prescribed under
the Companies Act, 1956 is required to be filed
with the digital signature of the managing director
or director or manager or secretary of the Company,
therefore, it is compulsorily required to obtain
digital signatures of at least one director to
sign the e-Form 1A and other documents. It may
be noted that if the director or other persons
covered are having digital signatures, their signatures
may be used for the above said purpose and there
is no need take new signature again.
|
|
| 4.
Preparation of the Memorandum of Association (MOA) and
Articles of Association (AOA) |
| Drafting
of the MOA and AOA is generally a step subsequent to
the availability of name made by the Registrar. It should
be noted that the main objects should match with the
objects shown in e-Form. These two documents are basically
the charter and internal rules and regulations of the
companies. Therefore, they must be drafted with utmost
care with the experts advise and the other object clause
should be drafted in a very broader sense.
|
| |
