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This memo briefly sets out the procedure for incorporation of a company under Section 8 of the Companies Act, 2013 in India.
NAME APPROVAL
Name approval has to be obtained from the Registrar of Companies[“RoC”] by submitting an application in eForm INC 1.
After obtaining name approval, the draft Constitutional Documents of proposed Company i.e. Memorandum of Association (MOA) and Articles of Association (AOA) is to be drafted and then filed with the RoC along with the forms / documents stated in clause 3 below.
Subscription Pages of MOA & AOA – The last page of the MOA and AOA must contain details of the subscribers to the Memorandum and Articles and the number of shares to be subscribed by each. This last page is required to be executed by subscribers.
3. FILING OF FORMS
The following forms are required to be filed with the RoC:
(i) eForm INC 12 (for issuance of license under section 8 of the Companies Act, 2013). This application shall be accompanied by:
a) Memorandum & Articles of Association of the proposed company.
b) A declaration confirming the application by a Company Secretary in Practice on the Non – Judicial stamp paper of prescribed value.
c) List of names, descriptions, addresses & occupation of the promoters as well as Board Members of the proposed company.
d) A statement showing details of assets and liabilities of the company as on date with the application.
e) An estimate of future annual income and expenditure of the proposed company, specifying the source of income and object of expenditure.
f) A statement giving brief description of work, if any, already done by the association.
g) A statement specifying briefly the grounds on which the application is made.
h) A declaration in prescribed form on non – judicial stamp paper by each person making an application.
i) A letter of authority
j) Payment of prescribed fee
Presently Form No INC 12 is filed as an attachment to Form No – RD 1 alongwith the other documents.
After all the papers for obtaining license are filed and reviewed by the RoC, the RoC may require certain clarifications before issuance of license under Section 8 of the Companies Act, 2013. These clarifications or enquiry need to be satisfied by the person who has been authorised to do so by the Power of Attorney filed with the RoC or by the applicant. Once all clarifications are provided, the License under Section 8 is issued by the RoC and then applicant can file incorporation documents in below mentioned eForms:
(ii) eForm INC 7 (declaration of compliance with the requirements of the Act on application for registration of a company);
(iii) eForm INC 22 (notice of situation of registered office);
(iv) eForm DIR 12 (appointment of directors of the company); and
(v) a Power of Attorney to be executed by subscribers and proposed directors (authorisation by the promoters of the company to a person/s to carry out appropriate changes as suggested by the RoC in any of the incorporation papers that have been filed).
