Procedure of Incorporation
of a One Person Company
One
Person Company: A Step By Step Overview
FOR ALL/ANY DRAFT DOCUMENTS, mail
us at info@onlinelawsolutions.com
One
Person Company is a new concept in India which has been introduced by the company’s
act 2013.
Section
2(62) of the Companies Act, 2013 define “one person company” as a company which
has only one person as member. OPC is a sub – domain of Private Company as per
Section 2(68).
Rule
3 of the Companies (Incorporation) Rules 2014 say, only a natural person who is
an Indian citizen and resident in India:-
1. shall
be eligible to incorporate a One Person Company;
2. shall
be a nomine for the sole member of a One Person Company.
The
concept opens up spectacular possibilities for sole proprietors and
entrepreneur who can take the advantages of Limited liability and
corporatization but were held back in doing so because of the requirements of
finding a second director or second shareholder.
Difference between Sole
Proprietorship & OPC:
Basis
|
Sole Proprietorship
|
OPC
|
Legal Entity
|
No Separate
Legal Entity
|
Separate Legal
Entity
|
Liability
|
Unlimited
Liability
|
Limited
Liability
|
Debt
Responsibility
|
Debt is sole
responsibility of the proprietor
|
Debt is not
the sole responsibility of the one person
|
Credit Record
|
Finance Credit
history of the owner
|
Finance Credit
history of the Company
|
Legal Requirement
|
May register
in Shop & Establishment Act
|
Follow
Companies Act, 2013
|
Tax
|
Paid by owner
|
Separate Tax
|
Concepts Behind One Person Company
1. One shareholder:
This is the fundamental concept of a One Person
Company. In fact, One Person Company is defined in the Companies Act as a
Company which has only one member. A single shareholder holds 100 percent
shareholding.
Only a natural person who is a resident of India and
also a citizen of India can form a one person company. It means that other
legal entities like companies or societies or other corporate entities cannot
form a one person company.
Further it also means that Non resident Indians or
Foreign citizens can not form a One person company. Further the rules also
specify that a person can be a shareholder in only one one person company at
any given time. It simply means an individual cannot have two different one
person companies in his name.
2.
One
Director
The other important point is that a One Person
Company may have only one director. But at the same time there is no bar on
more number of directors. However, as per the Act, the total number of
directors shall not be more than 15.
As per the Companies Act, if nothing is mentioned in
the incorporation document, it would be assumed the sole shareholder shall also
be the sole director in the one person company and which shall be practically
the case in most One Person Companies incorporated.
3. Nominee
This is a very important concept where the person
forming the One Person Company has to nominate a Nominee with his written
consent who, in the event of death or inability to contract of the owner of the
One Person Company, shall come forward and take over the reins of the one
person company.
Please note that the requirements of being a
resident Indian and citizen of India also apply to the nominee. Further if the
person so nominated becomes the member of such a One Person Company and is
already a member of another One Person Company, at the same time, by virtue of
rules has to decide within 6 months which one person company he has to
continue. One more thing, the member can change the nominee at any point of
time.
4.
Taxation
Since nothing has been specified as such by the
finance ministry, it is assumed that the rates of taxation applicable for a
private limited company shall apply to a One Person Company. Tax @30% along
with other cess is to be paid.
5. Freedom from compliance
One Person Company also gets freedom from complying
with many requirements as normally applicable to other private limited
Companies. Certain sections like Section 96, 98 and sections 100 to 111 are not
applicable for a One Person Company. Some of these are mentioned below:
No requirement to hold annual or extra ordinary
general meetings. Only the resolution shall be communicated by the member of
the company and entered in the minutes book and signed and dated by the member
and such date shall be deemed to be the date of meeting.
For the purposes of holding board meetings, in case
of a OPC which has only One director, it shall be sufficient compliance if all
resolutions required to be passed by such a company at a board meeting are
entered in a minute book – signed and dated by the member and such date shall
be deemed to have the date of the board meeting for all the purposes under
Companies Act, 2013.
No requirement of Cash Flow Statement in the annual
financial statements
Annual returns can be signed by the Director himself
instead of A Company Secretary
6. Related Party Transactions
Where One Person Company enters into a contract with
the sole owner of the company who is also the director of the company, the
company shall, unless the contract is in writing, ensure that the terms of the
contract or offer are contained in a memorandum are recorded in the minutes of
the first meeting of the Board of Directors of the company held next after
entering into contract.
Further, the company shall inform the Registrar
about every contract entered into by the company and recorded in the minutes of
the meeting of its Board of Directors under sub-section (1) within a period of
fifteen days of the date of approval by the Board.
This
clause shall be very much in vogue since the business of the One Person Company
may use many assets of the owner and may pay compensation for that. Examples
may be rent paid for using property or machinery or Furniture owned by the
Owner. It may pay interest on loans taken from the owner. It may pay salaries to
the Owner. All these contracts are covered under the section.
Terms and Restrictions of OPC
1. A
person shall not be eligible to incorporate more than a One Person Company or
become nominee in more than one such company.
2. Minor
cannot become member or nominee of the One Person Company or can hold share
with beneficial interest.
3. An
OPC cannot be incorporated or converted into a company under Section 8 of the
Act. [Company not for Profit].
4. Can’t
carry out Non-Banking Financial Investment activities including investment in
securities of any body corporate.
5. An
OPC cannot convert voluntarily into any kind of company unless two years have expired from the date of incorporation of One
Person Company, except threshold limit (paid up share capital) is increased
beyond Rs.50 Lakhs or its average annual turnover during the relevant period
exceeds Rs.2 Crores i.e., if the Paid-up capital of the Company crosses Rs.50
Lakhs or the average annual turnover during the relevant period exceeds Rs.2
Crores, then the OPC has to invariably file forms with the ROC for conversion
in to a Private or Public Company, with in a period of Six Months on breaching
the above threshold limits.
Brief
of procedure / steps to company incorporation:
S.No.
|
Procedure
|
Detail
|
1
|
Obtain
Digital Signature Certificate (DSC)
|
Obtain
a Digital Signature Certificate from authorized DSC issuing authority.
|
2
|
Obtain
Director Identification No. (DIN) [S.153]
|
Make Application in Form DIR-3 [Rule 9 of
Chapter XI Rules]
|
3
|
Register
DSC in the name of Director on MCA portal
|
|
4
|
Apply
for Reservation of Name [S.4(4)]
|
Application
in Form No. INC.1 [Rule 9]. The same shall be reserved for a period of 60
days
|
5
|
Getting
consent of a person to become its Nominee in Form INC-3
|
|
6
|
Drafting
and Printing of Memorandum and Articles of Association
|
|
7
|
Filing
of INC -2, DIR 12 (except when promoter is the sole director
of the OPC.) &
INC 22
|
Discussed Later
|
8
|
Commencement
of business [S.11]
|
Mandatory
to file Declaration with ROC in Form No. INC.21 [Rule 24]
|
9
|
Registered
Office [S.12]
|
A
company shall have a registered office within 15 days of Incorporation and it
shall file Form No.INC.22 [Rule 25] within 30 days to verify the same
|
Step 1: DSC
The
basic step to company incorporation is to get DSC made of all directors.
The Information Technology Act, 2000 provides for use
of Digital Signatures on the documents submitted in electronic form in order to
ensure the security and authenticity of the documents filed electronically.
This is the only secure and authentic way that a document can be submitted
electronically. As such, all filings done by the companies under MCA21
e-Governance programme are required to be filed with the use of Digital
Signatures by the person authorised to sign the documents.
Names of Certification
Agency (CA) from where DSC can be acquired are MTNL CA, TCS, IDBRT, SAFESCRYPT (SATYAM), nCODE
Solutions, NIC, Central Excise & Customs (Does not issue DSCs to person
other than those from the Department), e-Mudhra (3i Infotech Consumer
Services Limited).
Step 2: Acquire Director Identification Number
The concept of a Director
Identification Number (DIN) has been introduced for the first time with the
insertion of Sections 266A to 266G of Companies (Amendment) Act, 2006. As such,
all the existing and intending Directors have to obtain DIN within the
prescribed time-frame as notified.
INCOME TAX PAN IS MANDATORY,
so before applying of DIN a person must have his PAN number. Details on PAN and
DIN must be same.
Step by step Process
Step by step process to be followed
by the applicant is as under:
As per the revised procedure for DIN
Allotment, any person intending to apply for DIN shall have to make an
application in eForm DIR 3 and should follow the following procedure:
eForm DIR -3 has to follow the
offline eFiling process i.e. the form can be downloaded from MCA 21 portal and
thereafter be filled up without internet connection. The connection is required
only for validating the form.
Attach the photograph and scanned
copy of supporting documents i.e. proof of identity, and proof of residence as
per the guidelines. Physical documents are not required to submit at DIN cell.
Identity Proof:
·
In
case of Indian nationals, Income-tax PAN is a mandatory requirement for proof
of identity.
·
In
case of foreign nationals, passport is a mandatory requirement for proof of
identity.
· Proof
of identify enclosed with eForm DIR-3 should also contain the date of birth of
the applicant and the same should match the date of birth filled in the
application form. In case the proof of identify does not indicate the Date of
Birth then additional proof of Date of Birth, duly certified/ attested, should
be attached.
Address Proof:
Passport,
Election (voter identity) card, and Ration card, driving license, electricity
bill, telephone bill or aadhaar
All Documents
should be verified by CA/CS/CMA.
Name of person proposed to be the directors, address of
directors and other details should be correctly filed.
These documents should not be more
than 2 months old. In bank statement, passbook print of transactions in last
two months is to be attached.
The eForm shall have to be digitally
signed and shall be uploaded on MCA21 portal.
Upon upload, Pay the fees for DIR 3
eForm. Only electronic payment of the fees shall be allowed (i.e. Netbanking /
Credit Card). No challan payment will be accepted under revised procedure of
DIN allotment.
The applicant is required to get
himself/herself registered on the MCA21 Portal to obtain login id, which is
necessary for payment of the fees. After obtaining the login-id, Login to the
MCA21 portal and click on 'eForm upload' link available under the 'eForms' tab
for uploading the eForm DIR 3. eForm DIR -3 will be processed only after the
DIN application fee is paid.
Upon upload and successful payment,
- In case Form DIR-3 is signed by a practicing
professional and details have not been identified as potential duplicate,
Approved DIN shall be generated and if the details have been identified as
potential duplicate, Provisional DIN shall be genrated.
- In case Form DIR-3 is signed by an applicant or by the
Managing Director/ existing director of the Company in which the applicant
is a Director or the Company Secretary in full time employment of the
Company, or details have been identified as a potential duplicate,
provisional DIN shall be generated.
Processing
of e Form DIR 3
In case, DIR-3 gets certified by the
professional ( i.e. CA/ CS/ CWA in whole time practice), the DIN will be
approved by the system immediately online(in case it is not potential duplicate).
In case of signing by any other signatory (i.e. director/ Managing Director/
secretary of the company with which applicant is to be associated), the MCA DIN
cell will examine the e Form DIR-3 and
same shall be disposed of within one or two days.
After the DIN getting approved,
Approval Letter must be downloaded from MCA21.
It may be a person has already DIN
number, but it mismatches with the Income Tax PAN. If PAN detail is wrong,
correct the details by applying to Income Tax Authorities or if details of DIN
is wrong, file DIR -6
Director is required to download and fill up eForm DIR-6 for
such changes and follow the same process for uploading the same as mentioned
for eForm DIR-3. The requested change is taken into the system on verification
of the proof enclosed with the application for change request. In the case of
change in applicant’s name, gazette notification is must with form DIR-6.
Married women, who are having Id proof with their maiden name, can submit
marriage certificate along with application. Verification as per Form DIR-7 of
Companies Act 2013 also needs to be attached to Form DIR-6 as it is a mandatory
attachment now. All documents are to be verified by the professional.
There is no fees charged for DIR 6. Form is accepted by STP
mode if name, father’s name or date of birth is changed, for other cases,
potential duplicacy arises and the form is processed by MCA officials.
But, to file DIN -6 for change in DIN particulars, DIFFERENT
ADDRESS PROOF IS REQUIRED unlike DIR 3 for application of DIN number.
·
Address proofs
like bank statements, electricity bill, telephone bill, utility bills etc.
shall be attached. In case of Indian director/ designated partner, documents
should not be older than 2 months from the date of filing of the eForm.
·
In case of
foreign director/ designated partner, address proof should not be older than 1
year from the date of filing of the eForm.
·
Copy of
verification by the director/ designated partner is mandatory to attach if the
eForm.
·
In case of proofs
which are in languages other than Hindi/ English, the proofs should be
translated in Hindi / English from professional translator carrying his details
(name, signature, address) and seal.
Step 3: Register DSC
Third
step is to register DSC of the person authorized to sign E-forms on MCA21 or
click on the link http://www.mca.gov.in/DCAPortalWeb/dca/MyMCALogin.do?method=setDefaultProperty&mode=36
Step 4: Apply for
Reservation of Name [S.4(4)]
As per section 4(4) of Companies Act, 2013 read with
rule 9 of Companies Incorporation Rules, 2014, application is to be made to
registrar for reservation of name. 6 names can be proposed after checking its
availability at MCA21 and as per guidelines given in the said rules
While applying for a name in the Form INC -1, using
Digital Signature Certificate (DSC), the applicant shall be required to verify
that:
1.
he is a promoter
(proposed first subscriber to the MoA) and is authorized by the other proposed
first subscribers to sign and submit he application.
2.
He has gone
through the provisions of Companies Act, 2013, the Rules there under and
prescribed guidelines framed there under in respect of reservation of name,
understood the meaning thereof.
3.
he has used the
search facilities available on the portal of the Ministry of Corporate Affairs
(MCA) i.e., www.mca.gov.in/MCA21 for checking the resemblance of the proposed
name(s) with the companies and Limited Liability Partnerships (LPs)
respectively already registered or the names already approved. He has also used
the search facility for checking the resemblances of the proposed names with
registered or applied trademarks.
4.
the proposed
name(s) is/are not in violation of the provisions of Emblems and Names
(Prevention of Improper Use) Act, 1950 as amended from time to time;
5.
the proposed name
is not offensive to any section of people, e.g., proposed name does not contain
profanity or words or phrases that are generally considered a slur against an
ethnic group, religion, gender or heredity (vi)
the proposed name(s) is not such that its use by the company will constitute an
offence under any law for the time being in force.
6.
he has complied with
al the mandated requirements of the respective Act/regulator, such as IRDA,
RBI, SEBI, MCA etc. (applicable only in case proposed name includes words like
Insurance, Bank, Stock Exchange, Venture Capital, Asset Management, Nidhi,
Mutual Fund, Finance, Investment, Leasing, Hire purchase etc. or any
combination thereof)
7.
to the best of
his knowledge and belief, the information given in the application and its
attachments is correct and complete, and noting relevant o this form has been
suppressed.
8.
he undertakes to
be fully responsible for the consequences, in case the name is subsequently
found to be in contravention of Section 4 of the Act, rules made there under
and the prescribed guidelines.
Following
documents have to be attached to INC - 1:
1.
Copy of Board
resolution of the existing company or foreign holding company as a prof of no
objection
2.
Copy of direction
from Central Government, if name is changed due to direction received from the
Central Government
3.
Trademark or
authorization to use trade mark, if the name of the company is based on trade
mark or application for deed of assignment or a copy of application of
registered trademark.
4.
In case the
proposed name contains such word or expression for which the approval of
Central Government is required, a copy of Central Government’s approval.
5.
Proof of
relation.
6.
In principal
approval from the concerned regulator wherever is applicable.
7.
NOC from sole
proprietor/ partners/ other associates.
8.
NOC from existing
company ,
9.
Copy of affidavit
in case of proposed name includes phrase ‘Electoral Trust’
10. Resolution of unregistered companies in case of
Chapter XXI (Part I) companies,
11. Order of competent authority.
12. NOC as required in Rule 8(4)
Validity of Name
approved by ROC: As per
section 4(5), maximum time for which name will be available has been prescribed
in the law itself under section 4(5). The name will be valid for a period of 60
Days from the date on which the application for Reservation was made.
Where after reservation of name, it is found that name
was applied by furnishing wrong or incorrect information, then, –
1.
if the company
has not been incorporated, the reserved name shal be canceled and the person
making application shall be liable to a penalty which may extend to one lakh
rupees;
2.
if the company
has been incorporated, the Registrar may, after giving the company an
opportunity of being heard –
·
either direct he
company to change its name within a period of three months, after passing an
ordinary resolution;
·
take action for
striking of the name of the company from the register of companies; or
·
make a petion for
winding up of the company. [Section 4(5)] Rule
8 of The Companies (Incorporation) Rules 2014 contain provisions relating to
undesirable names and Rules 9 has provisions relating to reservation of name.
Note:
·
The applicant cannot start business or enter into any agreement,
contract, etc. in the name of the proposed company until and unless a
certificate of registration is issued by the registrar of companies as per the
provisions of the Companies Act, 2013 and the rules made there under.
Step 5: Getting consent
of a person as Nominee
The
subscriber to the memorandum of a One Person Company shall nominate a person,
after obtaining prior written consent of such person, who shall, in the event
of the subscriber’s death or his incapacity to contract, become the member of
that One Person Company.
The
name of the person nominated shall be mentioned in the memorandum of One Person
Company.
1.
A nominee for OPC has to be a
natural person who is an Indian citizen and resident in India.
2.
No person shall be eligible to
become a nominee in more than one OPC
The
nominee so appointed shall become the member in the following situation:
1.
In the event of the sole member’s
death; or
2.
In the event of the sole member becoming
incapacitated to contract.
Form No. INC-3
One Person Company- Nomine consent form
This form is
required to be filed pursuant o section 3(1) of the Companies Act, 2013 and
rule 4(2), (3), (4), (5) & (6) of Companies (Incorporation) Rules, 2014
One Person
Company is required to indicate the name of the other person as nomine in its
memorandum with his prior written consent, who shall become the member of the
company in case of subscriber’s/member’s death or incapacity to contract and
such consent of the nomine shall be submitted to Registrar in this eForm INC-3.
· Enter
an approved SRN of Form INC-1 in case of a new company or valid CIN for a One
Person Company (OPC).
·
Enter
the approved DIN/PAN of nomine. – Nomine should be an Indian citizen and resident
in India.
·
Residential
proof selected and provided should not be older than two months.
·
User
is required to provide previous residence address details in case the duration
of stay is les than a year at the present address.
·
User
is required to take the printout of the form after clicking on the “Check Form”
button and the same shall be manually signed by the Nomine thereafter.
·
This
is a non e-Form and User is required to fill the form electronically and then attach
the printout of the duly signed copy along with al the enclosures with other
eForms INC-2, INC-4 or INC-6 as the case may be.
·
User
is required to provide copy of residential proof not older than two months
Attachment:
1.
Copy
of PAN card
2. Proof of
Identity
3.
Residential
Prof
Step 6: Drafting and
Printing of Memorandum and Articles of Association
After
ascertaining name availability from the Registrar of Companies steps should be
taken to get the memorandum and articles of association for the proposed
company drafted and printed.
In subscriber’s page:
Name,
Fathers name, Address, Designation and Occupation along with number of Equity
shares proposed to be subscribed is to be given.
In
Witness Column:
“I witness
to subscribers who have subscribed and signed in my presence. Further I have
verified their Identity Details for their identification and satisfied myself
of their identification particulars as filled in”
Sign
CA ………………..,
Membership No. ………
Address, Mob.-
Occupation:
Chartered Accountant
is
given.
Step 7: Filing of Company
Incorporation form – eform INC 2, DIR 12 (except when promoter is the sole
director of the OPC.) & INC 22
As per section 3(1) and 7(1) of the Companies Act, 2013 and Rule
4, 10, 12 and 15 of the Companies (Incorporation) Rules, 2014, application for
incorporation of a one person company, with the Registrar, within whose
jurisdiction the registered office of the company is proposed to be situated,
shall be filed in Form no. INC 2 along with Form no. INC.22 for situation of
registered office of the Company, (as the case selected in form no. INC 2) and
DIR -12.
Note:
·
Form is required to be
filed within 60 days as the name is reserved only for this time period.
·
Stamp Duty is payable
online as it exceeds Rs. 100/-
INC 2:
Form
INC – 2 is to be filed along with consent of nomine obtained in Form INC – 3
and fee as provided in the Companies (Registration offices and fees) Rules,
2014 shall be filed with the Registrar at the time of incorporation of the
company along with its memorandum and articles.
Form
INC – 2 is form for incorporation of one person company. The form is similar to
Form INC – 7 except his form contain Nomination details and particulars of
nomine.
Form No. INC-2
One Person Company- Application for Incorporation
eForm INC-2 is required to be filed pursuant o section 3(1)
and 7(1) of the Companies Act, 2013 and Rule 4, 10, 12 and 15 of the Companies
(Incorporation) Rules, 2014. eForm INC-2 deals with incorporating One Person
Company.
This eForm is accompanied by supporting documents such as annexure
containing details of directors/subscribers, the Memorandum of Association and
Articles of Association and evidence of payment of stamp duty. Once the eForm
is processed and found complete, a company is registered and CIN is allocated.
It is suggested that eForm DIR-12 should be filed together at
the time of fling of eForm INC-2 if the member is not he sole director of the
company.
In case the address for correspondence is not he address of
the registered office of the Company, user is required to file INC-2 within 30
days of its incorporation. – Stamp duty on eForm INC-2, Memorandum of Association
(MoA) and Articles of Association (AoA) can be paid electronically through the
MCA portal. Payment of stamp duty electronically is mandatory for certain
States.
User is required to scan the photograph of every subscriber
with MOA and AOA.
·
Enter the approved
Service Request Number (SRN) of eForm INC-1 filed for reservation of name.
·
The company can have
its registered office from the date of incorporation or on and from the 15th
day of its incorporation. Till the same is established and intimated to the
RoC, company can have its correspondence address capable of receiving and
acknowledging all communications and notices as may be addressed to it.
·
Enter the details of
registered office address of the company if the company is having its
registered office from the date of its incorporation.
·
Enter the valid email
id of the company.
· Enter the details of
the address of the police station under whose jurisdiction the registered office
of the company is to be situated.
· Enter the details of
authorized and subscribed share capital break up in case of a company having share
capital.
· Based on the main
objects of the company, please enter the main division of industrial activity
as per National Industrial Classification (NIC)-204
·
Enter the details of
promoter. – Promoter to One Person Company is always an Indian citizen and
resident in India and promoter shall be eligible to incorporate only one OPC.
·
Every One Person
Company is required to indicate the name of other person as nomine to the sole member
in the memorandum and nomine for the subscriber should be an individual who is
an Indian citizen and resident in India.
· Where the Articles of Association
of OPC contains provisions of entrenchment to the effect hat specified provisions
may be altered only if conditions or procedures as that are more restrictive
than those applicable in case of a special resolution are complied with.
· System shall automatically
display the state or union territory for which stamp duty is to be paid and
also amount of stamp duty to be paid on eForm INC-2, MoA and AoA based on the
state wise stamp rules.
·
This eForm should be supported
with a declaration given either by:
Ø A person named in the articles is a subscriber and also a
director. (This declaration is displayed to the user in case subscriber and director
is the same person), or
Ø A person named in the articles as a director, manager or
secretary of the company duly authorized by promoters. (This declaration is
displayed to the user in case subscriber and director are not he same person)
Attachment:
- Memorandum of Association,
- Articles of Association,
- proof of identity of the member and the nomine,
- residential proof of the member and the nomine,
- copy of PAN card of member and nomine,
- consent of nomine in Form INC-3 along with enclosures,
- Affidavit from the subscriber and first director to the memorandum in Form No. INC-9.
- It is mandatory to attach Specimen Signature in Form INC-10 in case company is ‘Not having share capital’.
- It is mandatory to attach Entrenched Articles of association if any of the articles are entrenched.
- Proof of registered office address and copies of the utility bills not older than two months are required to be attached in case of address of correspondence is the address of registered office of the company.
- It is mandatory to attach proof that he company is permitted to use the address of the registered office of the company if the same is owned by director/any other entity/ Person (not taken on lease by company)
- It is mandatory to attach consent to act as a director in case subscriber and director are the same persons
- List of al the companies (specifying their CIN) having the same registered office address, if any.
MOA
Registration Fes
Nominal Share capital
|
OPCs
|
|
Fixed
|
For every 10, 00 or part thereof
|
|
Up to 1,00,000
|
2,000
|
N/A
|
More than 1,00,000 up to 5,00,000
|
2,000
|
N/A
|
More than 5,00,000 up to 10,00,000
|
2,000
|
N/A
|
More than 10,00,000 up to 50,00,000
|
2,00 0+
|
200
|
More than 50,00,000 up to 1,00,00,000
|
N/A
|
N/A
|
More than 1,00,00,000
|
N/A
|
N/A
|
DIR 12 for giving
details of Directors 12 (except when promoter is the sole director of the OPC.):
As per Rule-17 of
Companies (Incorporation) Rules, 2014, the particulars of each person mentioned
in the articles as first director of the company and his interest in other
firms or bodies corporate along with his consent to act as director of the
company shall be filed in Form No.DIR-12 along
with the fee as provided in the Companies (Registration offices and fees)
Rules, 2014. Along with the above details in the Form no.INC.2, Form no.DIR 12
to be filed IN CASE THE PROMOTER IS NOT THE SOLE DIRECTOR OF THE OPC along with
the following attachments:
1.
Declaration by first director in
Form INC-9 is mandatory to attach in case of a new company.
2.
Declaration of the appointee
Director, in Form DIR-2;
3.
Interest in other entities of
director it is mandatory to attach in case number of entities entered is more
than one. Only a declaration can be filed that interest of directors is taken
on record by company.
4.
Optional attachment(s), if any
INC 22 for giving
details of Registered Office:
As per Rule 25 of Companies (Incorporation) Rules, 2014,
verification of registered office shall be filed in Form No.INC.22 along with the fee.
Section 12(2) of the Companies Act, 2013 states that the
Company shall furnish to the Registrar verification of its registered office
within a period of thirty days of its incorporation in such manner as may be
prescribed.
Section 12(4) of the Companies Act, 2013 states that Notice
of every change of the situation of the registered office, verified in the
manner prescribed, after the date of incorporation of the company, shall be
given to the Registrar within fifteen days of the change, who shall record the
same.
Attachments:
1.
Proof of Registered Office address
(Conveyance/Lease deed/Rent Agreement along with the rent receipts) etc.; or
(the
notarized copy of lease / rent agreement in the name of the company along with
a copy of rent paid receipt not older than one month; or the authorization from
the owner or authorized occupant of the premises along with proof of ownership
or occupancy authorization, to use the premises by the company as its
registered office); and
2.
Copies of the utility bills as
mentioned above (not older than two months) (the proof of evidence of any
utility service like telephone, gas, electricity, etc. depicting the address of
the premises in the name of the owner or document, as the case may be, which is
not older than two months)
3.
List of all the companies
(specifying their CIN) having the same registered office address, if any;
4. Optional attachment, if any
On receipt of
the aforementioned documents, the office of the Registrar of Companies will
scrutinize them and if they are found complete in al respects, the Registrar
will register the company and generate a CIN. If the Registrar finds any defect
or deficiency in any of the documents or forms, the Registrar will send an
electronic communication pointing out he defects and after the deficiencies are
removed, the Registrar will register the company.
After the registration of the company, the Registrar will
issue under his hand and seal of his office, the Certificate of Incorporation
in the name of the company and send it electronically. One may also take
printout of the Certificate of Incorporation generated online. The date
mentioned by the Registrar in the Certificate of Incorporation shall be the
date of incorporation of the company, on which date the company will be
considered to have come into existence as a legal entity separate from its
subscribers.
The Certificate of Incorporation shall be in From INC - 11 of
the Companies (Incorporation) Rules, 2014.
Now comes the last step.
Step 8: Filing of
Commencement of Business – eform INC 21
On registration, a company
cannot commence business or exercise any borrowing powers until it files a
declaration by directors in Form INC - 21 to the effect hat every subscriber to
the memorandum has paid the value of the shares agreed to be taken by them as
specified in section 1(1)(a).
E-form
INC.21 is required to be filed with concerned Registrar of Companies for
obtaining approval for commencement of Business and exercise of borrowing
powers. This E-form is required to be filed by all companies incorporated under
Companies Act 2013.
Procedure for commencement of Business under Companies Act, 2013
A promoter must pay its subscription money in cash or through
bank account for the number of shares as mentioned in eform INC 2 / MOA after
which this form will be filed.
Following documents required to be filed as an attachment of
form INC.21:
1.
E-form INC.10 of Specimen Signature,
which you would have attached with Form INC 1 at the time of incorporation.
2.
A declaration on stamp paper of Rs.
20/- signed by the directors. This stamp paper should be in the name of the
Company and you may write the following statement on this stamp paper
for stamp duty payment related compliance:
“This
E- Stamp paper is for E-Form INC.21 (Declaration prior to the commencement of
business or exercising borrowing powers) of __________ Private Limited.”
Note: Rs. 20 as stamp duty
or as the case may be can be paid online or offline as payment of stamp duty of
above Rs. 100 is mandated for taking online route. Name of
vendor, serial number of stamp paper and registration number of vendor is
mandatory to enter if the amount of stamp duty is more than or equal to Rs 50/-
3.
Board
Resolution stating that Company has received the subscription money in full,
which will be deposited into company bank account.
4.
In case
the affairs of the Company is regulated by any sectoral regulator (like RBI in
case of NBFI activities), Certificate of Registration issued by the RBI (Only
in case of Non-Banking Financial Companies)/ from other regulators must be
attached.
5.
You may
also attach Bank Account statement as an optional attachment.
6.
You may
also attach duly certified signed minutes of First Board Meeting of the Company
as an optional attachment.
ROC processes the e-form INC.21 filed by the Company if it
finds all the necessary attachments and related compliance proper.
Status
of the form can be checked at MCA.
After
this approval, THE COMPANY IS READY TO RUN & PROSPER.
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So all the benefits are going to sole Proprietorship right? If the person alone runs a company! Is it possible to run a company at sole proprietorship?
ReplyDeleteMorgan,
Uptra Services