How to create a company

How To Create a Company
~By Dheeraj Mundra (UPACA’in)

1st Private Company and Public
Company
 Minimum Directors – 2(pvt), 3(pub)
 Minimum Shareholders – 2(pvt), 7(pub)
 Application for allotment of Directors Identification Number (DIN) for all
directors
 Digital Signature Certificate (DSC)for two directors
Minimum Requirement -
By Dheeraj Mundra (UPACA'in)

Definition
According to Section 2(68) of The Companies Act 2013,
private company means a company having a minimum paid-up share capital as may be prescribed, and which by
its articles —
(i) restricts the right to transfer its shares;
(ii) except in case of One Person Company, limits the number of its members to two hundred: Provided that
where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this
clause, be treated as a single member:
Provided further that —
(A) persons who are in the employment of the company;
and
(B) persons who, having been formerly in the employment of the company, were members of the company while
in that employment and have continued to be members after the employment ceased, shall not be included in
the number of members;
and
(iii) prohibits any invitation to the public to subscribe for any securities of the company

Definition
According to Section 2(71) of The Companies Act 2013,
public company means a company which —
(a) is not a private company;
(b) has a minimum paid-up share capital as may be prescribed
Provided that a company which is a subsidiary of a company, not being a
private company, shall be deemed to be public company for the purposes of
this Act even where such subsidiary company continues to be a private
company in its articles.

Step 1 - Application for DIN in form DIR-
3 and DSC
 Identity Proof (PAN Card Mandatory)
 Address Proof
 Passport Size Photo
 Current Occupation
 Email
 Mobile Number
 Education Qualification
 Verification to be signed by the applicant
Documents Required for form DIR-3 :-

Documents required for obtaining DSC
 Digital Signature Certificate application Form
 All other documents are same as required for the DIR-3 Application

Step 2 - Search for the Company Name
availability
 The Promoters have to provide at least 6 names in the order of their
preference
 The Promoters can themselves search for the available names by visiting the
MCA Website

Step 3 -Application for the Name
availability
 Company need to file e-Form INC-1 (Application for reservation of name) with
Registrar
 The Applicant needs to give 6 proposed names in preference along with their
meaning and significance of each word.

Step 4 - Drafting of Memorandum of
Association (MOA) & Articles of
Association (AOA)
 specify Name, Address, and Occupation & sign the subscription pages of MOA &
AOA.

Step 5 - Filing of e-forms with RoC
 Memorandum of Association
 Articles of Association
 Declaration by Professional in INC-8
 Affidavit from the subscriber to the Memorandum in Form No. INC-9
 Proof of residential address
 Proof of identity
 Verification of signature of subscribers i.e. Form No. INC-10, in case the company is
not having share capital.
 Entrenched Articles of association
a) Form INC-7 : For application of Incorporation of
the Company
i) Mandatory attachments to e-form INC-7

 Copy of in principle approval granted by the Reserve Bank of India in case
proposed company shall be conducting NBFI (Non-Banking Financial Institution)
activities.
 NOC in case there is change in the promoters
 Proof of nationality in case the subscriber is a foreign national
 Copy of certificate of incorporation of the foreign body corporate
 Certified true copy of board resolution authorizing to subscribe to MOA
ii) Optional attachmentsto e-form INC-7

 Proof of Registered Office address
 Copies of the utility bills
 No Objection Certificate or permission to use
 Certification of e-form INC-22 by CS/CA/CWA (in Whole Time Practice)
b) Form INC-22 : For Notice of situation of
registered office.
Attachments to e-form INC-22 :-

 Letter of appointment
 Declaration by first director in Form INC-9
 Declaration of the appointee director in Form No. DIR-2
c) Form DIR-12 : For providing information about particulars of
appointment of Directors of the company and Key Managerial Personnel
Attachments to e-form DIR-12 :-

Step 6 - Payment of RoC Fees & Stamp
Duty
 After filing of documents online, we need to make payment
of RoC fees and Stamp Duty electronically which is based
upon the Authorized Capital of the Company.

Step 7 - Verification of documents /
forms by RoC
 RoC scrutinises all the documents and forms and may
suggest few changes to be made in the attachments or form
itself

Step 8 - Issue of Certificate of
Incorporation by RoC
 Once all the Forms are duly approved by RoC, the digitally
signed “Certificate of Incorporation” is emailed to the
Directors.

2nd One Person Company (OPC)
 Only One Shareholder
 Nominee for the Shareholder
 have a minimum of One Director
Features of OPC :-
Definition :-
According to Section 2(62) of The Companies Act, 2013, One Person Company
means a company which have only one person as its member.

Terms and Restrictions of OPC
 A person shall not be eligible to incorporate more than a OPC
 Minor cannot shall become member or nominee
 An OPC cannot be incorporated or converted into a company under Section 8 .
 An OPC cannot carry out Non-Banking Financial Investment activities.
 An OPC cannot convert voluntarily into any kind of company unless two years
have expired except
paid up share
capital) is increased
beyond Rs.50 Lakhs
OR
average annual
turnover during the
relevant period
exceeds Rs.2 Crores

Steps to Incorporate One Person
Company (OPC)
 Obtain Digital Signature Certificate [DSC] for the proposed Director(s).
 Obtain Director Identification Number [DIN] for the proposed director(s).
 Select suitable Company Name, and make an application to the Ministry of
Corporate Office for availability of name in form INC – 1.
 After name approval, form INC-2 shall be filed for incorporation of the OPC
within 60 days of filing form INC-1 for incorporation of OPC.
 Form DIR-12 shall be filed along with (linked) form INC-2 except when promoter
is the sole director of the OPC.
 The company shall file form INC-22 within 30 days once form INC-2 is registered
in case the address of correspondence and registered office address are not
same.

 Draft Memorandum of Association and Articles of Association [MOA & AOA].
 Sign and file various documents including MOA & AOA with the Registrar of
Companies electronically.
 Payment of Requisite fee to Ministry of Corporate Affairs and also Stamp
Duty.
 Scrutiny of documents at Registrar of Companies [ROC].
 Receipt of Certificate of Registration/Incorporation from ROC.

Thank You
~By Dheeraj Mundra (UPACA’in)

How to create a company

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