Thursday, 16 July 2015

New Simplified Process of Incorporation of Company in India

Applicable Sections governing INC-29 : 4, 7, 12, 152 and 153 of the Companies Act, 2013 along with relevant rules

The Government of India has notified on 1st May 2015, a new system of incorporation of Private or Public limited company. It has introduced easy method of incorporating a company without waiting for making name application for reservation of name by the Registrar of Companies (RoC). It is possible now by filing e-form INC-29 (single form) with the Registrar of Companies, within whose jurisdiction the registered office of the company is proposed to be situated.
In this article, i would like to mention only the Key Points and the attachments to forms for this new system and not the complete procedure.  Reader comments are most welcome as always!!
Main points of new form INC-29
1.       No need to apply for DIN of 2’nd director
2.      Particulars of maximum three directors can be filed
3.      No need to apply for name application (filing of INC-1) separately
4.      The promoter or applicant can propose only one name hence name search of proposed name shall be taken very carefully on MCA site and trade mark site, to avoid rejection or re-submission of e-form. Only one chance will be given for re- submission of form.
5.       No need to file forms 7 (incorporation), DIR-12 (appointment of first directors of proposed company) and INC-22 situation of registered office of company.
6.      In case Directors/Shareholders have DIN(Director IdentificationNumber), then no need to attach separate address proof/ID proof.
7.       Registration fees Rupees 2000 with additional fees depending upon the capital of the company.
8.      The Promoter or applicant may prepare Memorandum of Association (MoA) as per template in Form 30 and Articles of Association (AoA) as per template in form 31.
8.      All attachments/declaration/proof will be required for Form No.29.
8.      Two re-submissions will be permitted. The Registrar of Companies shall give intimation to the applicant to remove the defects and resubmit the form within 15 days from the date of intimation by Registrar of Companies.
8.      Re-submission requires changes in affidavit or declaration including MoA/AoA, hence applicant or promoter should take utmost care.
8.      The form shall be scrutinized by the Registrar of Companies and will not be approved through Straight Through Process (i.e. STP).
8.      The facility to file INC-29 is optional. One can follow the procedure of application for DIN, DSC, name application (INC-1) and INC-7, DIR-12 and INC-22.
8.      The Certificate of incorporation shall be issued in INC-11.
8.      Facility for using ‘integrated form’ is not available for incorporating Section 8 companies.
Attachments or documents to e-form INC-29
1.       Memorandum of Association
2.      Articles of Association
3.      Affidavit and declaration by first subscriber(s) and director(s)
4.      Proof of office address
5.       Copies of utility bills that are not older than two months.
6.      Approval of the owner of the trademark or the applicant of such trademark for registration of Trademark (If the proposed name is based on a registered trademark or is subject matter of an application pending for registration under the Trade Marks Act)
7.       Proof of relation of the relative with promoter (If the name of the proposed company includes the name of relative(s) of the promoter)
8.      NOC from the sole proprietor/ partners/other associates/ existing company (If the promoters are carrying on any Partnership firm, sole proprietary or unregistered entity in the name as applied for)
9.      NOC from any other person (In case the proposed name contains name of any person other than the promoter(s) or their close blood relative(s)
10.   Copy of certificate of incorporation of the foreign body corporate and resolution passed (If any subscriber to the proposed company is Foreign company and/or subsidiarycompany in India) Note: It is optional to attach Copy of certificate of incorporation, in case the subscriber to the proposed company is a Body Corporate.
11.    Resolution passed by promoter of company if any subscriber to the proposed company is a Company itself.
12.   A certified true copy of No objection certificate by way of board resolution (In case the name is similar to any existing company, then it is mandatory to attach)
13.   Interest of first director(s) in entities (In case any of the director has any interest in the proposed company)
In case of an OPC, it is mandatory to attach following:
15.                Consent of nominee
16.   Proof of identity and residential address of the nominee
16.   Proof of identity and residential address of the subscribers if any one of the subscriber does not have a DIN
Proof of identity and residential address of such director if any one of the director (including subscriber cum director) does not have DIN, then it is mandatory to attach proof of ID and address proof of such director.