Incorporation of Company under the provisions of Companies Act, 2013 - a beginners guide

As per Companies Act, 2013 a company can be formed in any of the following way—

1. Public Company (any seven or more persons can come together to form a public company); 
2. Private Company (any two or more persons can come together to form a public company); 
3. One Person Company (any one or more individual form a One Person Company) 

Steps in Incorporation

Step 1: Acquiring Digital Signature Certificate (DSC)

A Digital Signature Certificate (DSC) is mandatory for all the Directors/Applicants of a Company. A DSC is a signature of an Individual in digital mode which is used to sign e-documents or documents in soft copies.

Step 2: Obtaining of Director Identification Number (DIN) 

Director Identification Number (DIN) is a permanent unique identification number allotted to Individuals by Ministry of Corporate Affairs (MCA) (more or less similar to PAN issued by Income Tax Authorities). DIN is mandatory for all Directors and individual is required to obtain DIN before becoming a Director in any Company. However, once DIN is obtained same can be used in all companies and no individual can obtain more than one DIN.

Step 3: NAME APPLICATION

Once an applicant has received the DIN and DSC as mentioned above, he will required an application for the reservation of a Name of the proposed Company. This application shall be made in eForm INC-1

Step 4: PREPARATION OF MEMORANDUM OF ASSOCIATION (MOA) AND ARTICLES OF ASSOCIATION (AOA) 

The Company needs to prepare Memorandum and Articles of Association (MoA & AoA) as per the specific requirements of the Company. The MoA shall contain Name of the Company; Registered Office details, Main and Incidental Object of a company; Liability of Members; Capital and Subscriptions details. The AoA shall contain details regarding companies viz. inter alia includes Share Capital and variation of rights, calls on shares, transfer of shares etc. The draft of AoA is provided in Tables, F, G, H, I and J in Schedule I of the companies Act, 2013.

Step 5: SUBSCRIBING OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION 

The memorandum and articles of the company duly signed by all the subscribers to the memorandum (Recent amendment makes it mandatory for subscriber to sign using Digital Signature only in most of the cases). 

If the subscriber is a Body Corporate, it shall be signed by director, officer or employee of the body corporate duly authorized in this behalf by a resolution and in case of Limited Liability Partnership (LLP), it shall be signed by a partner of the LLP, duly authorized by a resolution and approved by all the partners of the LLP.

Step 6: FILING OF DOCUMENTS WITH ROC AND RECEIPT OF CIN 

On filing of application with RoC/MCA as mentioned above, the RoC on satisfaction of receipt of necessary documents, register the Company and it will issue a certificate of Incorporation to the Company and Corporate Identity Number (CIN) along with PAN and TAN. 

- CS Jigar Shah

Note: This blog post is created for the information purpose only and is not an exhaustive treatment of the subject. None of JMJA & Associates LLP (JMJA), its associate firms, or its members/employees is, by means of this material, rendering professional advice or services. The information is not intended to be relied upon as the sole basis for any decision which may affect you or your business. Before making any decision or taking any action that might affect your personal finances or business, you should consult a qualified professional adviser. JMJA shall not be responsible for any loss whatsoever sustained by any person who relies on this material.