Incorporation of One Person Company, Private Company, Public Company and Producer Company

Standard

I.     Incorporation of Company- Basic Requirements 

1.    A company may be incorporated for any lawful purpose by

– 7 or more persons, where the company to be formed is to be a public company

– 2 or more person, where the company to be formed is to be a private company

– 1 person, where the company to be formed is to be one person company, which is also a private company.

2.    Based on the type of company the above mentioned requisite numbers of persons have to subscribe* their names or his name to a Memorandum of Association (MOA)**.

*‘Subscribing to the MOA’ means signing the MOA of the company whereby the signatories authenticate the contents of the MOA

**MOA of a company contains five particulars of the company namely,

(i)         its name,

(ii)       name of the state in which the registered office of the company is to be situated,

(iii)     the objects for which the company is proposed to be incorporated and any matter considered necessary in furtherance thereof,

(iv)      liabilities of the members and

(v)        in the case of a company having a share capital:

a.   Details of authorised capital; and

(“authorised capital” or “nominal capital” means such capital as is authorized by the memorandum of a company to be the maximum amount of share capital of the company)

b.   The number of shares each subscriber to the MOA intends to take.

3.  Any ten or more individuals, each of them being a producer or

any two or more producer institutions, or

a combination of ten or more individuals and producer institutions,

desirous of forming a Producer Company having its objects specified in the Companies Act, 1956 and otherwise complying with the requirements of the provisions of the Companies Act, 1956 in respect of registration, may form an incorporated Company as a Producer Company.

II.   Procedure of incorporation of company (One Person Company, Private Company, Public Company and Producer Company):

A.   Through Integrated process for Incorporation

(The integrated process for incorporation has been introduced by the Ministry of Corporate Affairs, Government of India vide notification dated 01.05.2015)

Step I Persons who wish to include their name as first director of the company to be incorporated, have to apply for Digital Signature Certificate (DSC).

Step II The promoter or applicant of the proposed company may prepare Memorandum of Association as per templates in Form INC. 30 and may opt for templates of Articles of Association in Form INC. 31.

Step III Application for allotment of Director Identification Number (DIN) upto three directors, reservation of a name, incorporation of company and appointment of directors of the proposed company has to be filed in integrated Form No. INC. 29, with the Registrar within whose jurisdiction the registered office of the company is proposed to be situated.

The Registrar of Companies on the basis of documents and information filed registers all the documents and information in the register and issues a certificate of incorporation in the Form No. INC. 11 to the effect that the proposed company is incorporated under the Companies, 2013. Certificate of Incorporation contains Corporate Identity Number of the company. Date of issue of Certificate of Incorporation is said date of incorporation of company and thus a company comes into existence.

The applicant has to file Form No. INC. 22 for verification of the registered office of the company within a period of 30 days of its incorporation.

B.   The older process of incorporation:

Step I Persons who wish to include their name as first director of the company to be incorporated have to apply for Digital Signature Certificate (DSC).

Step II Upon receipt of DSC they have to apply for Director Identification Number (DIN) by making application electronically in Form No. DIR. 3 to the Central Government.

Step III Applicant has to search on the MCA Portal that whether the name he wish to have for his company is available or not. Once he gets his desired name, he has to apply for reservation of name by filing Form No. INC. 1 with the Registrar of Companies.

Step IV (1) Application for registration of company in Form No. INC. 2 (for One Person Company) and Form No. INC. 7 (Other than One Person Company) with following documents have to be filed with the Registrar of Companies within whose jurisdiction the registered office of the a company is proposed to be situated:

(i)       The memorandum and articles of association duly signed by all the subscribers to the memorandum;

(ii)     A declaration in Form No. INC. 8 by an advocate, a chartered accountant, cost accountant or company secretary in practice, who is engaged in the formation of the company, and by a person named in the articles as a director, manager or secretary of the company, that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of registration and matters precedent or incidental thereto have been complied with;

(iii)   An affidavit in Form No. INC. 9 from each of the subscribers to the memorandum and each of the first directors named in the articles;

(iv)    the address for correspondence till its registered office is established;

(v)      the particulars of every subscriber to the memorandum along with the Form No. INC. 10;

Step V 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 directors of the company has to be filed in Form No. DIR. 12.

The Registrar of Companies on the basis of documents and information filed registers all the documents and information in the register and issues a certificate of incorporation in the Form No. INC. 11 to the effect that the proposed company is incorporated under the Companies, 2013. Certificate of Incorporation contains Corporate Identity Number of the company. Date of issue of Certificate of Incorporation is said date of incorporation of company and thus a company comes into existence.

The applicant has to file Form No. INC. 22 for verification of the registered office of the company within a period of 30 days of its incorporation.

*****

 

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