Incorporation of companies and its related procedures will be discussed here.
The company can be incorporated through Simplified Proforma for Incorporating a Company electronically (SPICe-INC-32) with e-MoA (Memorandum of Association) (INC 32), e-AoA (Articles of Association) (INC-34) is the default option and most companies are required to be incorporated through SPICe only.
Incorporation through SPICe:
Stakeholders can avail of 5 different services (Reservation of name, Allotment of Director Identification Number (DIN), incorporation of new company, allotment of PAN and TAN) in one form by applying for incorporation of new company through the SPICe form (INC-32)- simplified proforma for incorporating company electronically with INC-33 and INC-34.
In case, e-MoA and e-AoA are not applicable, users are not required to attach the PDF attachments of AoA and MoA. There is no separate need for reservation of name before filing SPICe. Proposed company names can be applied in SPICe (INC-32).
It is to be noted that section 8 company which is the companies with the charitable objects can also be incorporated using the SPICe form but after reserving a name using INC-1.
INC-7 form can be used for exceptional cases.
- Name of the company have to be registered in the first filing form INC-1.
- After the name got approved, file the incorporation forms depending upon the proposed company type.
Companies and the forms based on the subscribers:
- Section 8 company with less than 7 subscribers – SPICe (INC-32).
- Section 8 company with more than 7 subscribers – INC-7.
- Producer Company – INC-7.
- New company with less than 7 subscribers (including OPC) – SPICe (INC-32).
- New company with more than 7 subscribers (including OPC)- INC-7.
How to intimate about change of registered office of the company?
If the company has changed its registered office within the local limits of the same city or place, intimation regarding the same has to be filed in the form INC-22.
If the company wants to shift or change its registered office outside the local limits of city, town or village, first the e-form `1-14 and then the e-form INC-22 are required to be filed to ROC(Registrar of companies) to give effect to such change.
If suppose, the company wants to shift the registered office from one state to another state or from jurisdiction of one ROC to another, it needs to file the following forms to give effect to such change:
- Form INC-23
- Form MGT-14
- Form INC-22
- Form INC-28
Section -8 company – Incorporation:
The applicant is required to file form INC-1 for the name availability. Once the name got approved, there is a further requirement of obtaining a license for a section-8 company, the form INC-12 need to be filed by such a company. After obtaining the license number, the applicant can proceed further to incorporate a company by filing the forms SPICe or INC-7 in case numbers of subscribers are more than seven along with the linked forms as the case may be.
Foreign company establish a place of business in India:
- Any foreign company can establish a place of business in India by filing a form FC-1 (information to be filed by foreign company).
- The e-form has to be digitally signed by the authorized representative of the foreign company. There is no need to apply and obtain Director Identification Number of a foreign company.
- It is mandatory to register the DSC of the authorized representative of the foreign company via associate DSC service available at MCA portal.
Company registration is broadly a three-stage process with the new INC-29 form. If you follow the correct method, you could have the incorporation certificate within 14 working days. Always be prepared for a longer wait, particularly if the registrar of companies has a heavy work load at the time or the proposed company name is rejected on first attempt.
Forming a company in India:
A company is formed by registering the articles of association and memorandum with the state registrar of companies of the state in which the main office is to be located.
Foreign companies engaged in trading and the manufacturing activities are permitted by the reserve bank of India to open the branch offices in India for the purpose of carrying the following activities in India.
- It is important to conduct the research work so that the parent company will provide the results of the research work are made available to Indian companies.
- To represent the parent company or other foreign companies in various matters in India, for example, acting as selling/buying agents in India, etc.
- Undertake the export and import trading activities.
- Promote the possible financial and technical collaboration between Indian and the overseas companies.
The Application for permission to open a branch, liaison office or project office is made via the reserve bank of India by submitting the form FNC-5 to the controller, foreign investment and the technology transfer section of the RBI. Application can be made on form FNC-10 to open a project or site office. A foreign investor need not to have a local partner, whether or not the foreigner wants to hold the full equity of the company. The foreign investor can offer the portion of equity to the public which is not held by them.
Incorporating a company – Approval of name:
The very first step in the formation of the company is the approval of name by the registrar of companies (ROC) in the state or union territory in which the company will maintain its registered office. This approval will be provided subject to certain conditions. For instance, there shouldn’t be an existing company by the same name. The last words have to be “private ltd” in private limited company and “limited” in case of a public company. For preference, we need to mention at least four suitable names for the proposed company.
The availability will be informed to the clients within seven days from the date of submission of the application.
Once a name got approved, it should be valid for a period of six months, in the meanwhile articles of association and the memorandum of association along with the miscellaneous documents should be filed.
After obtaining the name approval, it generally takes approximately two to three weeks to incorporate a company depending on where the company is registered.
Memorandum and articles:
The articles and memorandum of association are the most important documents that are to be submitted to the ROC for the purpose of incorporation of a company. The MoA is a document which sets out the constitution of the company. It contains the scope of activity and the objectives of the company besides also defining the relationship of the company with the outside world.
The articles of association contain the rules and regulations of the company for the management of the internal affairs. When the memorandum specifies the objectives and purposes for which the company has been formed, the articles lay down the rules in order to achieve the objectives and purposes.
After the required documents are presented along with requisite fee, which is scaled according to the share capital of the company as stated in the memorandum. A private company can commence a business only after the certificate of incorporation.
A public company has the option to invite the public for subscription to its share capital. As according to that, the company needs to issue a prospectus which provides information about the company to the potential investors. The companies act has to specify the information to be contained in the prospectus.
The prospectus needs to be filed with the ROC before it can be issued to the public. If suppose the company do not want to approach the public for the necessary capital and obtains it privately, it can file a statement in lieu of prospectus with the ROC.
When fulfilling these requirements, the ROC issues a certificate of commencement of business to the public company. It can commence its business immediately after it receives the certificate.
Certificate of incorporation:
After the duly stamped articles and memorandum of association, forms and documents are filed and the filing fees are paid, the ROC scrutinizes the documents and if any necessary, authorized person will be instructed to make the needed corrections. After the certificate of incorporation has been issued by the ROC, it takes one or two weeks to receive a certificate of incorporation from the date of filing memorandum and articles of association. We are the leading corporate service provider in Bangalore and providing all kind of corporate services to the people at affordable cost within short time period. For Company Registration in Bangalore -> Click here