2. Preparing to register a company
• First apply for a Director Identification Number
(DIN)-
– by filing eForm for acquiring the DIN.
– acquire your Digital Certificate and register the same
on the portal.
• Second get the company name approved by the
Ministry. Once the company name is approved
• Third register the company by filing the
incorporation form
3. Step 1 : Application For DIN
• The concept of a Director Identification Number
(DIN) was introduced for the first time with the
insertion of Sections 266A to 266G of Companies
(Amendment) Act, 2006.
• All the existing and intending Directors have to
obtain DIN within the prescribed time-frame as
notified.
• file eForm DIN-1 in order to obtain DIN.
4. Step 2 : Acquire/ Register DSC
• IT Act, 2000 provides for use of Digital Signatures on the documents
submitted in electronic form to ensure the security and authenticity
of the documents.
• This is the only secure and authentic way to file a document
electronically.
• So all filings done by the companies, online, are required to be filed
with the use of Digital Signatures by the person authorised to sign
the documents.
• Acquire DSC -A licensed Certifying Authority (CA) issues the digital
signature.
• Certifying Authority (CA) means a person who has been granted a
license to issue a digital signature certificate under Section 24 of
the Indian IT-Act 2000.
• Register Digital signature certificates (DSC) with MCA.
5. Step 3 : New User Registration
• To file an eForm or to avail any paid service on
MCA portal, you are first required to register
yourself as a user in the relevant category
•
6. Step 4 : Incorporate a Company
• Apply for the name of the company to be
registered by filing Form1A.
• After obtaining the company name file
incorporation in Form1.
7. Step 4 : Incorporate a Company
• After obtaining the company name file following forms
for incorporation-
• Form 1 : Application for incorporation of a company
• Form 18 : Notice of situation of registered office
• Form 32 : Particulars of appointment of managing
director, directors, and secretary and consent of
candidates to act as proposed and to take and pay for
qualification shares
• After approval you shall receive an approval email or
as the case be
• the status of the form will get changed to Approved.
8. MCA 21 is the electronic gateway for
everything
• Either download the e-form and fill it in an offline mode or
fill the data online in MCA21 system.
• Go online and validate the e-form using Pre-scrutiny
button.
• Then affix the relevant digital signatures and save the form.
• Upload the filled up e-form as per relevant instruction kits
available on MCA 21
• On successful upload, the system shall generate Service
request number. Please note it
• All documents to be filed with Form 1 need to be scanned
and saved in PDF form in computer in advance and
attached to the form on prompt
9. Payments under MCA 21
• make payment of the statutory fees, either online
or through bank
• If paying through bank generate on line challans
and print.
• These challans have a validity and could be paid
in designated branches of SBI, PNB, IB, ICICI and
HDFC by the validity date
• After payment the status of your payment and
filing status can be tracked on the MCA21 portal
by using the ‘Track Your Payment Status’ and
‘Track Your Transaction Status
11. Documents to be filed with RoC every year
• Balance Sheet and Annual Return
• Following need to be filed as and when needed
within time specified or with annual return, as
the case be-
– Return of share allotment (Form-2),
– Change of Registered office (Form-18),
– Change among the Directors (Form-32),
– Or other changes be filed within the due date from
the events taking place in the company as per the
Companies Act, 1956.
12. REQUIREMENTS WITH RESPECT TO
MEMORANDUM
• (a) the name of the company with "Limited" or Private
Limited" as the last words of the name as the case be
• (b) the State in which the registered office of the company
is to be situate ;
• (c) the main objects of the company to be pursued by the
company on its incorporation and
– objects incidental or ancillary to the attainment of the main
objects ;
– other objects of the company not included in sub-clause (i) ;
and
• (d) in the case of companies (other than trading
corporations), with objects not confined to one State, the
States to whose territories the objects extend.
13. REQUIREMENTS WITH RESPECT TO
MEMORANDUM
• 1- The memorandum of a company limited by shares or by
guarantee shall state that the liability of its members is limited.
• 2- The memorandum of a company limited by guarantee shall also
state that each member undertakes to contribute to the assets of
the company in the event of its being wound up while he is a
member or within one year after he ceases to be a member, for
payment of the debts and liabilities of the company not exceeding a
specified amount.
• 3- memorandum shall also state the amount of share capital and
the division thereof into shares of a fixed amount
• 4- each subscriber of the memorandum shall write opposite to his
name the number of shares he takes which must be minimum one
14. PRINTING AND SIGNATURE OF MEMORANDUM
• The memorandum shall-
• (a) be printed,
• (b) be divided into paragraphs numbered
consecutively, and
• (c) be signed by each subscriber (who shall add his
address, description and occupation, if any), in the
presence of at least one witness who shall attest the
signature and shall likewise add his address, description
and occupation, if any.
15. ARTICLES PRESCRIBING REGULATIONS
• These are rules, regulations or by laws of the company
for smooth internal management to achieve the
objectives set in memorandum
• Companies act require to register the articles of
association duly signed by the subscribers of the
memorandum.
• The articles shall state-
– the number of members
– the amount of share capital
• In the case of a company limited by guarantee, the
articles shall state the number of members and their
contributions
16. Contents of AOA
• The articles shall state-
– the number of members
– the amount of share capital
• In the case of a company limited by
guarantee, the articles shall state the number
of members and their contributions
17. The AOA shall have detailed procedure
related to-
• Right and liabilities of shareholders
• Transfer, Forfeiture and conversion of shares
• Change in capital
• Call of general and routine meetings, voting
rights, proxies,
• Appointment, removal, qualifications and powers
of directors, Manager
Directors, Secretary, Auditors and Board of
directors
• Procedure of Dividend
payments, borrowings, audits and winding ups
18. ARTICLES PRESCRIBING REGULATIONS
• the articles shall state-
– the number of members
– the amount of share capital
• In the case of a company limited by
guarantee, the articles shall state the number
of members and their contributions
19. FORM AND SIGNATURE OF ARTICLES
• Articles shall-
– (a) be printed ;
– (b) be divided into paragraphs numbered
consecutively ; and
– (c) be signed by –
• each subscriber of the memorandum of association
• The member shall add his address, description and
occupation
• in the presence of at least one witness who shall attest the
signature and shall add his address, description and
occupation
20. EFFECT OF REGISTRATION of MOA and AOA
• (1) On the registration of the memorandum of a
company, the Registrar shall certify under his hand that the
company is incorporated and that the company is limited.
• (2) From the date of incorporation mentioned in the
certificate of incorporation, such of the subscribers of the
memorandum and other persons, as may from time to time
be members of the company,-
– shall be a body corporate by the name contained in the
memorandum, capable forthwith of exercising all the functions
of an incorporated company, and
– having perpetual succession and a common seal,
– with such liability on the part of the members to contribute to
the assets of the company in the event of its being wound