Detailed Procedure of Incorporation of a One Person Company
(OPC) Under Companies Act, 2013
One
Person Company is a new concept in India
which has been introduced by the company’s act 2013. More than 1,400
one-person companies, a majority of them engaged
in business services, have been set up in just nine months starting
April 2014 when regulations allowing such entities came into force. Latest data
compiled by the Corporate Affairs Ministry shows that up to December
31, 2014, a total of 1,403 OPC were registered with it and their collective authorized
capital stood at Rs 31.31 crore.
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 nominee 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 cannot form a One
person company. Further the rules also specify that a person can be a
shareholder in only 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: Acquire 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 authorized 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. Net banking / 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 ‘eForm’ 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 generated.
·
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 are 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
are 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 proof 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 shall 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 petition 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- Nominee 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:
o
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
o
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:
1.
Memorandum of Association,
2.
Articles of Association,
3.
proof of identity of the member and
the nominee,
4.
residential proof of the member and
the nominee,
5.
copy of PAN card of member and
nomine,
6.
consent of nomine in Form INC-3
along with enclosures,
7.
Affidavit from the subscriber and
first director to the memorandum in Form No. INC-9.
8.
It is mandatory to attach Specimen
Signature in Form INC-10 in case company is ‘Not having share capital’.
9.
It is mandatory to attach Entrenched
Articles of association if any of the articles are entrenched.
10. Prof 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.
11. It is mandatory to attach proof that the 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).
12. It is mandatory to attach consent to act as a director in
case subscriber and director are the same persons.
13. 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
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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 7: 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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