incorporation of company- Updated As on 04.10.2019- Series 511
Moving from
the Companies Act 1956 to the Companies Act 2013 is like
shifting from your old house to a new one. All the provisions become changed
with new Act, 2013. Due to new act many amendments were introduce by Central
Government from time to time by Notification, Amendments etc. Same like this
many amendments have been made in last approximately 5.5 years in relation to
Incorporation of New Company. Let’s look at the Journey of Major Amendments in
relation to Incorporation of Company since 1st April, 2014 to till
date i.e. 04th October, 2019.
|
Date
|
Journey So Far
|
|
01.04.2014
TO
30.04.2015
|
New forms for Incorporation Company Introduced i.e.
INC-1 – Name Approval;
DIR-3 - Director
Identification Number
INC-7 – Incorporation of Company
DIR-12 – Appointment of Directors
INC-22 – Registered Office of Company
All the above mentioned 3 forms were required to file for
Incorporation of Company.
|
|
01.05.2015
TO
30.09.2016
|
Integrated Incorporation Process in form INC-29. This form was 5 in one form. Company could apply DIN,
Name, Appointment of Director, Registered Office and Incorporation in single
form with lesser ROC Fees. Still there was some restriction in INC-29.
(like: if Company filed INC-1 for proposal of name then it was not
possible for the Company to file INC-29)
Note* Above mention route of INC-7 was also available.
|
|
01.10.2016
TO
26.01.2018
|
Through Companies (Incorporation) Fourth Amendment Rules, 2016 a new
form “SPICE” i.e. INC-32 (Specified Performa for Incorporation Company
Electronically).
This form was one step ahead to INC-29. E.g. Electronic MOA & AOA
introduced in this Form. However, Company having both the way they can apply
name in SPICE or apply name in INC-1 then can file Spice. PAN & TAN
application become mandatory as part of the SPICE.
Note* Above mention route of INC-7 was also available for some
specific purposes
|
|
26.01.2018
|
This Date is revolutionary in the History of Companies Act for the
purpose of “Ease of Doing Business”.
Following Alteration made by Central Government:
i. New Process of Name Approval “RUN” notified
and e-form INC-1 omitted.
ii. INC-7 form omitted. Only way out for
incorporation of Company is SPICE.
iii. No ROC fees for Incorporation of Company up
to 10 lack of authorized capital.
iv.
Updated version of SPICE notified.
|
|
Another
Alteration
|
Except the above mentioned amendment some other amendments have been made
since 01.04.2014 to till date e.g.
·
No Requirement of Minimum Paid up share
Capital.
·
No requirement of DIN at the time of
Incorporation of Company.
·
Only one form for Incorporation of Company.
·
E-MOA & AOA
|
|
29.03.2019
|
(a) GSTIN with effect from 31st March, 2019
(b) EPFO with effect from 8th April, 2019
(c) ESIC with effect from 15th April, 2019]
|
Process of Incorporation
STEP – I: Apply for Name Approval:
A.
Login on MCA Website
Applicant have to login
into their account on MCA Website. (Pro-existing users can use earlier account
or new users have to create a new account.)
After Login use have to
click on the icon “RUN” in MCA
Service. An online form shall be open. Applicants have to fill the information
online. (This form can’t be download)
Note* since 26th January, 2018 e-form INC-1
has been omitted from the Companies Act, 2013.
B.
Details required to be mentioned in online form:
(i)
Entity type (i.e. Part
I, OPC, Section 8 etc.) (below table taken from
MCA link: http://www.mca.gov.in/MinistryV2/runServicerFAQ.html)
(ii) CIN (Corporate Identification Number and it has to
be entered only when an existing company wishes to change its name and is
using RUN to reserve a new name)
(iii) Proposed name
(Auto Check Facility)
(iv) Comment (Mention Objects of the proposed Company
and any other relevant information Like Trade Mark etc.)
(v) Choose File (Any attachment)
C.
Choose File:
This option is available
to upload the PDF documents. If applicant want to attach any file, can be
upload at this option.
D.
Submission of Form on MCA Website:
After completion of
above steps user shall submit the Form with MCA website.
E.
Payment of Fees:
There is no option of
pay later challan in RUN. Applicant has to pay fees immediately after
submission of form. After payment challan shall be generated.
F.
Validity of Reserved Name:
Reserved
name shall be valid for 20 days from the date of approval of Name.
Quick Question – RUN
i.
Whether DIN or DSC required for filing of Run form?
DSC & DIN not required for filing of RUN form
for reservation of Name. Only account of MCA portal is mandatory.
ii.
How many resubmission options are allowed in RUN?
One Re submission option is available.
iii.
What shall be the validity of the Name after approval?
i.
Reserved name shall be
valid for 20 days in case of allotment of name for New Company.
iv. How many name can be apply through this form?
Only one Name can be mentioned in RUN form. Earlier
INC-1 allowed 6 names according to the preference.
v. What shall be the government fees for RUN?
As per Register office Fees Rules, Fees shall be
Rs. 1,000/-
vi. Is it mandatory to attach documents while reserving name?
No.
It is mandatory to attach relevant documents and No
Objection Certificates(NOCs) only when a name which requires the
approval of a Sectoral Regulator or NoC etc. if applicable, as per the Companies(Incorporation)
Rules, 2014, is being applied for.
Please note that only one file is allowed to be
uploaded as an attachment and the size of the file should not exceed 6MB. In
case of multiple attachments, please scan all documents into a single file not
exceeding 6MB in size, and then upload the same.
vii. Whether there is any requirement to mention details of Directors in the
RUN?
No, there is no need to mention the name or number
of proposed Directors in RUN.
NOTE: * Approval of Name through “RUN” is an optional
way. Companies can also directly apply for the Name in SPICE form.
STEP – II: Preparation of Documents
for Incorporation of Company:
After approval of name or for
Incorporation of Company applicant have to prepare the following below mentioned
Documents;
Ñ
INC-9 - Declaration
by first Subscriber(s) and Director(s) (on plain paper).
Ñ DIR-2- Declaration from first Directors along with
Copy of Proof of Identity and residential address. (on plain paper)
Ñ NOC from the owner of the property. (on plain
paper)
Ñ Proof of Office address (Conveyance/ Lease deed/
Rent Agreement etc. along with rent receipts);
Ñ Copy of the utility bills (not older than two
months)
Ñ In case of subscribers/ Director does not have a
DIN, it is mandatory to attach:
Proof of identity and residential address of the subscribers
Ñ All the Subscribers should have
Digital Signature.
**No need of any stamp paper for Incorporation of Company.
STEP – III: Fill the Information in
Form:
Once
all the above mentioned documents/ information are available. Applicant has to
fill the information in the e-form “Spice” INC-32.
Features of SPICe
(inc-32) form:
·
Maximum details
of subscribers are SEVEN (7). In case of more subscribers, physically signed
MOA & AOA shall be attaching in the Form.
·
Maximum details
of directors are TWENTY (20).
·
Maximum THREE
(3) directors are allowed for filing application of allotment of DIN while
incorporating a Company.
·
Person can apply
the Name also in this form.
·
By affixation of
DSC of the subscriber on the INC-33 (e-moa) date of signing will be appear
automatically by the form.
·
Applying for PAN
/ TAN will be compulsory for all fresh incorporation applications filed in the
new version of the SPICe form.
·
Company can
apply for GST, IEC also through AGILE form.
·
In case of
companies incorporated, with effect from the 26th day of January, 2018, with a
nominal capital of less than or equal to rupees ten lakhs or in respect of
companies not having a share capital whose number of members as stated in the
articles of association does not exceed twenty, fee on INC-32 (SPICe) shall not
be applicable
Single Window Form:
Earlier
if a Person wants to incorporate Company then it has to apply for the DIN,
Approval of the Name Avaibility, Separate form for first Director, Registered
office address, PAN, TAN etc. But this form is a single window for
Incorporation of Company.
This
form can be used for the following purposes:
Ñ Application of DIN (upto 3 Directors)
Ñ Application for Avaibility of Name
Ñ No need to file separate form for first Director
(DIR-12)
Ñ No need to file separate form for address of
registered office (INC-22)
Ñ No need to file separate form for PAN & TAN
Ñ No need to file separately for GST, IEC.
Quick Question - SPICE
viii. How to file the SPICE form in case of more than 7 subscribers in the
Company?
(Means Physical attachment of MOA & AOA in e-form INC
32)
ix. Whether e-MOA & AOA can be file in case of MOA & AOA is signed
by a person at a place outside of India?
In case of incorporation of a company where any of
the subscribers of the MOA/AOA is signing
at place outside India, MOA & AOA shall be filled with INC
32 in the respective format as specified in Table A to J in Schedule I without
filing form INC 33 and INC 34.
(Means Physical attachment of MOA & AOA in e-form INC 32)
x. Whether Companies are required to make payment of Stamp Duty in case of
incorporation of Company with authorized Capital of Rs. 10 Lakh or below?
Yes, Company has to pay the Stamp Duty. Because
Stamp Duty is state matter. Companies Act, has given exemptions for the ROC fees
not for the stamp duty.
xi. How many DIN can be apply through SPICE Form?
Maximum 3 (Three) DIN can be apply through SPICE
form.
If applicant want to incorporation Company with
more than 3 Directors and more than 3 persons doesn’t have DIN. In such
situation applicant have to incorporate Company with 3 Directors and have to
appoint new directors later on after incorporation.
xii. How many Name can be apply through SPICE Form?
Only one (1) Name can be apply through SPICE form.
In case after filing of e-form, due to non
Avaibility of name form came for resubmission. In such case applicant have to
propose new name and have to alter the name on all the attachment of the Form.
STEP – IV: Preparation of MOA & AOA
(Electronic or Physical):
After proper filing of SPICE
form applicant has to download the e-form INC-33 (MOA) and INC-34 (AOA) form
the MCA site. After downloading of form fill all the information in the forms
as per requirement of Table A to J of Schedule I.
After completely filing of the
form affix DSC of all the subscribers and professional on subscriber sheet of
the MOA & AOA.
(Make Sure Professional and Subscriber sign the form on same date)
STEP – V: Fill details of PAN & TAN:
It is mandatory to mention the
details of PAN & TAN in the Incorporation Form INC-32. Link to find out of
Area Code to file PAN & TAN are given in Help Kit of SPICE Form.
STEP – VI: Fill details of GST, IEC in AGILE:
If Company wants to apply for
GST or IEC it has to select YES in the form and fill the information in the
form.
If Company doesn’t want to
apply for GST and IEC then it have to select no.
STEP – VII: Submission of INC-32, 33, 34,
AGILE on MCA-:
Once all the 4 forms ready with
the applicant, upload all four documentas Linked form on MCA website and make
the payment of the same.
STEP – VIII: Certificate of Incorporation-:
Incorporation
certificate shall be generating with CIN, PAN & TAN.
Quick Question - SPICE
xiii. Whether there is need to file any separate form for PAN & TAN?
No need to file any separate form. Details in
relation to Area Code and other details shall be mention in the form INC-32
itself and PAN & TAN shall be generate with Certificate of Incorporation.
xiv. Whether e-MOA & AOA can be file in case of MOA & AOA is signed
by a person at a place outside of India?
No, In such situation applicant have to file the
physically signed copy of MOA & AOA (Appostile) in their respective formats
in Table A to J of Schedule I.
CAUTION TO BE TAKEN BY PROFESSIONALS
2. Verification of original records pertaining to
registered office: - As per certification in e-form INC-22, a
professional declares that he has verified all the particulars(including
attachments) from original records.
3. Ensure all attachments are clear enough to
read: - As per certification in e-form DIR-12 & INC-22,
a professional declares that all attachments are completely and legibly
attached.
4. Ensure registered office of the company is
functioning for the business purposes of the company: - -
As per certification in e-form INC-22, a professional declares that he has
personally visited the registered office.
5. Take
a declaration to the effect that all the original documents have been handed
over after incorporation. Since as per section 7(4) copies all
documents/information as originally filed should be preserved at the registered
office of the company, therefore a professional should take a declaration while
handing over the incorporation documents.
6. MCA Circular 10/2014: - According to this
circular ROC/RD in case of omission
of material fact or submission of false/incomplete/ misleading information can
after giving opportunity to explain refer the matter toe-governance division of
MCA, which in turn may initiate proceedings under section 447 and/or ask the
respective professional institute to take requisite disciplinary action.
(Author
– CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice
from Delhi and can be contacted at csdiveshgoyal@gmail.com). Disclaimer: The entire
contents of this document have been prepared on the basis of relevant
provisions and as per the information existing at the time of the preparation.
Although care has been taken to ensure the accuracy, completeness and
reliability of the information provided, I assume no responsibility therefore.
Users of this information are expected to refer to the relevant existing
provisions of applicable Laws. The user of the information agrees that the
information is not a professional advice and is subject to change without
notice. I assume no responsibility for the consequences of use of such
information. IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT,
SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION
WITH THE USE OF THE INFORMATION
?m impressed, I must say. Really rarely do I encounter a blog that?s both educative and entertaining, and let me tell you, you have hit the nail on the head. Your idea is outstanding; the issue is something that not enough people are speaking intelligently about. I am very happy that I stumbled across this in my search for something relating to this.Get Best Fireproof fabric suppliers from Daletec.com in all over the world.
ReplyDeleteGreat share!
ReplyDeleteI love this bucket list and you know you're right. sand blasting machine manufacturer. We all have the same amount of hours in a day so put them to good use. We all have to start somewhere and your plan is perfect. I understand the way of the attractive to the customer with the products sand blasting machine.
Sand blasting machines like shot blasting machine, sand blasting machine, and grit blasting machines, Wood Working Machinery Dust Extraction unit, Abrasive Blasting Media and various others. Keep it works and share with us your latest information. My time will come but I know I'm on the right path.
They are similar to small communities that you own - check them out if you haven't already. It's all got a lot better than before!t. Value that list of thousands but I'll get there.
Thanks for sharing. Have a nice week ahead.
Visit at : www.gritblast.co.in
Also check
portable shot blasting machine
portable sand blasting machine
sand blasting cabinet
grit blasting cabinet
shot blasting cabinet
Regards,
Ankit Manawat.