Process of Incorporating a Company

• Obtain digital signature certificate (DSC) : DSC must be acquired by submitting an application along with prescribed fee. Generally, DSC is allotted in 1-2 days after submission of documents. DSC is compulsory for all subscribers to witnesses Memorandum and Articles of Association.

• Apply for director identification number (DIN) : Application in SPICE+ form shall be made online and a DIN of the person intending to become director of the company shall be generated. DIN of maximum 3 directors can be applied for in SPICE+.

• Apply for director identification number (DIN) : Furnish details to registrar of companies (ROC) in form SPICE+ : It shall include the following particulars of the promoters and directors.

Below is the list of documents and information required for company incorporation:

Documents required for Indian Director

1. Self-attested copy of PAN card – 2 copies
2. Self-attested copy of Government issued id proof – Voter ID Card / Passport / Driving License – 2 copies
3. Self-attested copy of Government issued address proof – Bank Statement / Utility Bill not older than 2 months – 2 copies
4. 4 Indian passport size photographs
5. DSC form

Information required for company

1. Proposed names of the company in order of preference (maximum 6 names) for reservation of name (It is suggested to please choose a unique name for your company)
2. Main objects of the company – Main objects means the main business activity that is proposed to be carried on by the new company. This will form a part of the constitution documents of the company.
3. Details of authorized capital and paid up capital
4. Communication address for Indian company

Documents required for registered address

1. Conveyance/ Lease deed/ Rent Agreement etc. in name of the company after name is approved by MCA
2. Copy of utility bills (electricity, gas, telephone that are not older than two months)
3. No Objection Certificate from the owner that the company is permitted to use this address as registered office address

¹Address can also be registered with MCA after incorporation of the company, however in this case a correspondence address needs to be provided within the same state and ROC.

Documents required in case of foreigner being a Director / Shareholder

1. Copy of Passport – 2 copies
2. Copy of Government issued address proof – Driver’s License / Bank Statement / Utility Bill not older than 2 months – 2 copies
3. 4 Indian passport size photographs

Documents required for foreign company in case foreign company being a shareholder

1. Copy of Certificate of Incorporation of the foreign entity
2. Copy of address proof for the foreign company – Latest bank statement / utility bill (not older than 2 months)
3. Copy of board resolution on the letter head of the foreign entity for incorporating a subsidiary in India and authorizing investment in shares of Indian company through an authorized representative.

Attestation of documents / MOA / AOA signed by foreign nationals residing outside India

• In a country in any part of the Commonwealth, his documents shall be notarized by a Notary (Public) in that part of the Commonwealth.
• In a country which is a party to the Hague Apostille Convention, 1961, his documents shall be notarized before the Notary (Public) of the country of his origin and be duly apostilled in accordance with the said Hague Convention.
• In a country outside the Commonwealth and which is not a party to the Hague Apostille Convention, 1961, his documents 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
• Visited in India and intended to incorporate a company, in such case the incorporation shall 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.

Other documents required for incorporation process as per type of company:

1. INC-9 declaration by first subscribers and directors
2. Consent to act as a director in Form DIR-2 declaration from first Directors
3. Subscriber sheet to MOA & AOA
   

• Name approval

• Apply name of the company electronically by using services of Spice+ (Part A) on Ministry of Corporate Affairs (MCA) portal (maximum 2 names can be given)
• Two companies cannot be incorporated with the same name or with a name resembling to each other, and not even resembling to any registered trademark
• If name is available, ROC shall allow the name
• The name shall be available for 20 days from the date of approval, within 20 days company to be incorporated, failing which the name shall get expired
• If name is not available, then it shall be rejected and applicant shall re-submit form without any additional fees within the time prescribed
• Only one re-submission is allowed

• Submit form – SPICE+: It is a simplified pro-forma for incorporating a company electronically plus which serves the following purposes with the benefit of a single application:

• Application for allotment of DIN
• Reservation of company name
• Incorporation of a new company
• Application for permanent account number (PAN) and temporary account number (TAN)
• Applying for ESI and EPFO registration
• Applying GSTIN
• Getting bank account opened
• Professional Tax for companies to be registered in state of Maharashtra

• Signing of electronic memorandum of association (E-MOA) and electronic articles of association (E-AOA):

• Along with SPICE+, e-MOA and e-AOA shall also be filed.
• MOA is a supreme document of the company. It’s a charter of the company, which defines its constitution, whereas, AOA contains the internal rules and regulations of the company.
• E-MOA and E-AOA to be digitally signed by all the promoters / subscribers with their digital signatures by mentioning all their particulars.
• Signatures of subscribers to be attested by witness, who shall also mention their details like name, address, occupation, professional qualification, etc.

• PAN and TAN application: Company’s PAN and TAN is applied using form SPICE+
• AGILE PRO: The application (SPICe+) for incorporation of a company shall be accompanied by a linked e-form AGILE-PRO.
  Though, it is optional to apply for GSTIN, applying for Establishment code as issued by EPFO, Employer Code as issued by ESIC, Profession Tax registration((in Maharashtra) and opening of bank account are mandatory at the time of incorporating company by filing of form along with SPICe+ form.
• Submission of forms and payment of fee to ROC: All the forms (SPICE+, e-MOA, e-AOA and Agile Pro) shall be filed with ROC along with fees as prescribed in the rules.
• Issuance of Certificate of Incorporation: If ROC is satisfied that all the requirements have been complied with by the company, it will register the company and issue a Certificate of Incorporation for the company.

Incorporation of a company with more than 7 promoters or subscribers
Similar procedure to be followed in case of incorporation of company with more than 7 promoters (as incorporation of a company with up to 7 promoters) except,

• Memorandum and Articles of Association to be filed physically and to be duly signed by all the promoters manually, by furnishing the particulars in their own handwriting.
• If an existing company is the promoter of the company, then that company shall authorize a person to sign MOA and AOA on its behalf. The authorized person shall not be the promoter of the company at the same time.

Incorporation of a one person company
Similar procedure to be followed in case of incorporation of an OPC (as incorporation of a company with up to 7 promoters) however following points need to be taken care of:

• OPC has to be a small company, i.e. its capital shall not exceed 50 lakhs
• Consent of nominee to be attached in form no. SPICE+ in the format as specified in form INC-3.

Other points for OPC:

• In case of change of nominee: the company shall intimate ROC within 30 days of change in form INC-4.
• An OPC can voluntarily convert itself into any kind of company at any time without meeting any of the criteria’s as to paid up share capital and average annual turnover.

Incorporation of section 8 company
Similar procedure to be followed in case of incorporation of a section 8 company (as incorporation of a company with up to 7 promoters) however following points need to be taken care of:

• The name of Section 8 Company shall include the words Foundation, Forum, Association, Federation, Chambers, Confederation, Council, Electoral Trust, and the like etc.
• Following additional documents need to be attached:

• A Declaration in Form no. INC-14 by CA that the draft MOA & AOA are compliant with the provisions & norms of section 8.
• A declaration in Form no. INC-15 by each member of the company.
• An estimation of the company’s future annual income and expenditure for the next three years, mentioning the sources of the income and the purpose of the expenditure.

• Section 8 companies are compulsorily required to file MOA and AOA as pdf attachments to SPICE+.
• Issue of license and CIN
  Once the Spice+ is processed, license under section 8 will be issued in Form INC-16 and post that Certificate of incorporation will be issued.