POST GRADUATE PROGRAMME IN MANAGEMENT (PGPM) BATCH – 2018-20

Course: Legal Aspects of Business

(LAB) Group Project
Faculty: Prof. Parul Gupta

Project Title: Starting a Business/Incorporating a Private Limited Company

Submission Date – 28.11.2018

Acknowledgement:

With a deep sense of gratitude, we wish to acknowledge the support we have received from
Professor Parul Gupta for providing us with this opportunity of understanding the step by
step procedure of incorporating a private limited company through this project. We would
also like to thank her for her inputs which have been of immense value in successful
completion of this assignment. Finally, we will like to thank all individuals including our
colleagues and family members who cooperated with us, provided confidence and timely
motivation to complete this assignment

Content:
1. Documents required to incorporate a pvt. limited company under the Companies act, 2013.
2. Draft copy of each required document (annexure)
3. Step by step process of E-Filing of the aforementioned documents
4. List of Additional Documents required to incorporate a public limited company under the
Companies act, 2013.

Submitted by:

Aishwarya Agarwal 18PGPIM02

Dodda Manoj Kumar 18PGPIM15

Komal Bajaj 18PGPIM21

Rajat Agarwal 18PGPIM36

Rahul Das 18PGPIM37

Sunny Murdia 18PGPIM48

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A. Step by Step Procedure to Incorporate a Private Limited Company

Step 1 – Obtain Directors’ Identification Number (DIN)

Every applicant who would become the Director of the Company must have a DIN. The
application for DIN can be made online through Ministry of Corporate Affairs(MCA)
website. The application can be filed by submitting E-form DIR-3. A nominal fee of Rs.
100/- has to be paid for each application. There is no physical submission, and the entire
process is online. Following are some important points in this regard –

Proof of Identity – In case of Indian Nationals – PAN card, while in case of Foreign
Nationals – Passport
Proof of Residence – Passport, Election (voter identity) card, Ration card, Driving license,
Electricity bill, Telephone bill or Bank account statement. The telephone bill, electricity
bill or bank account statement should not older than 2 months in the case of Indian
Nationals and 1 year in the case of Foreign Nationals.
Affidavit as per Annexure 1 of DIN Rules has to be made by applicants on Stamp Papers,
which shall also be notarized.
Step 2 – Register Digital Signature of Directors
The applicants whose signatures would be placed on the application forms must have a
Class 2 or a Class 3 Digital Signature Certificate (DSC) from an authorized certifying
agency. This DSC has to be registered on the MCA website.

Step 3 – File Form INC-1 for Name Availability

Once the DSC has been registered on the MCA website, the applicants have to fill up E-
Form Form INC-1. This form is for reservation and approval of name of the Company. The
applicants can place maximum 6 choices for approval of name. The name cannot be
similar to any existing company or LLPs. On MCA portal, one can freely search the names
of existing companies or LLPs. For uploading E-Form INC-1, the applicants have to
register on MCA Portal.

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Step 4 – Draft the MOA and AOA of the Company
The Memorandum of Association (MOA) & the Articles of Association (AOA) are the two
essential documents of every incorporated company. MOA is the root document that
contains the basic details of the company e.g. Name, Registered Office, Main Object &
Ancillary objects of the company, Liability of the Members, Share Capital of the company,
details of the Shareholders, etc. AOA contains all the rules & regulations of running the
company e.g. about Shareholders meetings, Voting rights, Board of Directors, Directors’
meetings, Key Managerial Personnel, etc. These documents need to be developed by
Professionals and must be verified thoroughly since any change in these documents after
registration would require calling a General Meetings and increase the procedures
involved.

Along with MOA and AOA is a Subscribers sheet where all Shareholders of the Company
sign in the presence of witnesses.

Step 5 – Declarations in Form INC-8, INC-9 & INC-10

Form INC-8 is a declaration by the Professional involved in Incorporation of the company
that all the requirements of the incorporation have been fulfilled. Form INC-9 is a
declaration by the Directors of the company that they are not convicted by any offense or
found guilty of any fraud and all information filed with respect to incorporation are
correct and complete. Form INC-10 is for verification of signatures of the applicants. All
the above forms are to be notarized before proceeding to next step.

Step 6 – Submit Form INC-7, INC-22, and DIR-12

Once the name has been approved, the applicants have to apply for incorporation of the
company by submitting E-Forms INC-7, INC-22, and DIR-12. INC-7 is an application for
incorporation of the company. INC-22 is for details regarding the registered address of the
company. DIR-12 is for submitting particulars of directors and key managerial personnel
being appointed. Requirements with respect to these forms are –

MOA and AOA along with subscribers sheet

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Affidavit for non-acceptance of deposit from public by the company, since a Private
Limited Company is not allowed to accept deposits from Public.
Details of the address of Police Station under whose jurisdiction the registered office of the
company is situated.
Utility Bill (not older than 2 months) of the registered office premise.
Rent Agreement / Conveyance/Lease deed.
No Objection Letter (NOC) from the owner of the premise, if taken on lease.
Form DIR-2 for consent from every proposed director to act as the director of the
company.
Details of other Companies / LLPs, if any,
On successful submission of documents, Certificate of Incorporation shall be issued by the
Registrar of Companies.

Draft copy of forms (enclosed in annexure)

B. List of Additional Documents required to incorporate a private

limited company under the Companies act, 2013

1. Documents from Directors and Shareholder

A. IDENTITY PROOF

1) Permanent Account Number (PAN) Card

2) Aadhaar Card / Passport / Driving License / All the Copies of documents
Voter Identity Card must be Self Attested by the
applicant
B. ADDRESS PROOF

1) Telephone Bill / Mobile Bill

2) Electricity Bill / Water Bill
3) Bank Statement /Bank Passbook with latest

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 transaction

(Any one of the Document not older than 2

months)

C. PASSPORT SIZE PHOTOGRAPHS – 3 EACH

Notes:

a. Telephone Bill / Mobile Bill/Electricity Bill /

Bank Account Statement must be in the name of
applicant and should not be older than 2 months

b. If the documents are not in than English, it

should be translated to English

2. Documents to be Signed by DIRECTORS

1) Consent to Act as Director: Form DIR-2 To be signed by the all the

2) Details for DIN Directors
3) Declaration of DIN (If DIN is allotted already)

3. Documents to be Signed by SHAREHOLDERS

1) Application for Digital Signature Certificate

To be signed by all the
(DSC)
Shareholders
2) Affidavit by Subscribers & Director: INC-9

4. Documents from Company / LLP /

Trademark Owner, if any
To be signed by the
1) Board Resolution / Formal authorization for concerned on their Letter
use of Name / Trademark head

2) Authorization for execution Documents from

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 Company / LLP

5. Registered Office – Address

1) No-Objection letter from the Owner of Address

to use the address ad Registered office of the
Company.

2) Address Proof - In the name of the Owner of

AddresS

a. Electricity Bill, Telephone Bill (Fixed Line

Only), Gas Bill or Water Bill (Not older than 2
months); OR
To be signed by the of the
b. Tax Paid Receipt or Copy of Registered Sale Owner of Premises
Deed
/ Signed by the Shared
Note: If the Address facility is availed from a Shared Office Service provider
Office Service provider, a copy of Electricity Bill / Tax
Receipt with a copy of Lease Agreement with specific
powers to sublease or issue NOC letters for use of
premise as Registered Office address under Companies
Act is also required.

C. Step by Step process of E-filing of the aforementioned documents

1. Select a category to download an eForm from the MCA 21portal (with or without
the instruction kit)
2. At any time, you can read the related instruction kit to familiarize yourself with the
procedures (you can download the instruction kit with eform or view it under Help menu).
3. You have to fill the downloaded eForm.

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1a Select the type of proposed company under drop-down provided. Values are: Part I
company, Producer Company, New company, (others)
1b Select the category of proposed company from the drop-down values provided like
Company limited by shares, Company limited by guarantee or Unlimited company.
1c Select the category of proposed company from the drop-down values provided like
Company limited by shares, Company limited by guarantee or Unlimited company.
1d Select the Sub-category applicable to the proposed company from the drop-down
values given
1e Select whether proposed company is an IFSC company.
1f Select whether company is having share capital or not.
1g In case proposed company is section 8 company, then license issued against the
SRN of form RUN will be pre-filled.

2a Enter the main division code for the industrial activity of the proposed company.
2b Select whether the article(s) is/are entrenched compared to the standard template
of Articles of Association notified under schedule I to the Companies Act, 2013 and
also specify their number along with details of entrenchment.

3(i) In case of a company having share capital, enter the details of authorized and
subscribed share capital break up.
3(ii) Enter the details of number of members in case of a company is not having share
capital.

4a Enter the correspondence address of the proposed company.

4b Select Yes if the address for correspondence is the address of registered office of
the company and attach the proof of office address and copy of utility bill that is not
older than two months. Select No if the address for correspondence is not the address
of registered office of the company
4c Select the RoC name displayed based on the state selected in correspondence
details.
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5a Enter the particulars of the proposed name.
5b(i) Option Yes can be selected only if company has been issued a license under
section 8.
5b(ii) Select whether the approval of Central Government is required for the
reservation of name proposed.
5b(iii) Select whether the approval is needed from any sectoral regulator.
5b(iv) In case the proposed name is similar to any existing company, enter the CIN of
such existing company and the name of the company will be displayed. If CIN is not
known, then enter the name of such company.
5c(i) Enter whether the proposed name is in resemblance with any class of Trade
Mark Rules, 2002.
5c(ii) In case proposed name is based on a registered trademark or is subject matter of
an application pending for registration under the Trade Marks Act, enter the class(s)
of trademark.
5c(iii) In case proposed name is based on a registered trademark or is subject matter
of an application pending for registration under the Trade Marks Act, enter your
comments indicating approval of the owner of the trademark or the applicant of such
application for registration of Trademark.

6a Enter the number of first subscribers to Memorandum of association (MoA) and

directors of the company.
6a In second row of the table given, enter the number of Non-Individual subscribers
in the company and accordingly the blocks would be generated in field 6 (b)
‘Particulars of non- individual first subscriber(s) not having DIN’.
6a In third row of the table, enter the number of only those subscribers who are
proposed to also be the director in the company. Based on the number entered, blocks
under field 6 (d) ‘Particulars of individual first subscriber(s) cum directors - having
DIN & not having DIN, shall be generated accordingly.
6a In the fourth row of the table given, enter the total number of proposed director(s)

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in the company. This number should include number of those subscribers who are
also proposed to be directors in the company.
6b Enter the particulars of non-individual first subscriber(s) to MoA.
6c Enter the particulars of individual first subscriber(s) (other than subscriber cum
director) Not Having DIN.
6d Enter the particulars of individual first subscriber(s) cum directors who have DIN
6d Enter the particulars of individual first subscriber(s) cum directors Not Having
DIN. The DIN will be issued based on the details entered here of the director.
6d Enter the particulars of individual first subscriber(s) (other than subscriber cum
director) Having DIN.
6 Enter the particulars of directors (other than first subscribers) who have DIN. The
blocks to enter the details of directors appear based on the number of directors filled
in previous field.
6e Enter the particulars of directors (other than first subscribers) Not Having DIN.
The DIN will be issued based on the details entered here for the director.

7a Enter the name of subscriber and nominee in case company is One-person

company. Proposed nominee should not be a nominee in any other One-person
company.
7b Enter the personal details of the nominee.
8a The State or Union territory will be pre-filled based on the address of the proposed
company.
8b Select whether you will be paying the stamp duty electronically through MCA21
system or not.
8b(i) If you selected to pay stamp duty through MCA21 system or if Stamp duty is not
applicable, the details of stamp duty to be paid would get auto-filled based on the state
wise stamp rules separately for the e-Form, MoA and AoA.
8b(ii) If you have already paid the stamp duty, enter the details of stamp duty paid.
This is enabled in case stamp duty is not to be paid electronically through MCA21
system.

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 9 Details should be entered to apply for PAN and TAN.
9 If you want to apply for PAN or TAN via e-biz service through this eform, select the
source of income of the proposed company. Select from drop-down
9 If the source of income of the proposed company is Income from
business/profession, enter the Business/ Profession Code.
10 In case you want to apply for employer registration via e-biz service, enter the
details for Employer registration.

Declarations:

• In the Declaration section, enter the applicant name and professional details.
• Select a professional (Chartered Accountant/Company Secretary/ Cost
Accountant/Advocate) from the list of drop down values who has been engaged for
giving declaration under section 7(1) (b) and such declaration is attached.
• Enter valid membership number and certificate number of the practicing
professional.

4. You have to attach the necessary documents as attachments.

Attachments to be included
1. Memorandum of Association
2. Articles of Association
3. Affidavit and declaration by first subscriber(s) and director(s) – Mandatory
in all cases
4. Proof of office address
5. Copies of utility bills those are not older than two months.
6. Copy of approval in case the proposed name contains any word(s) or
expression(s) which requires approval from central government
7. Approval of the owner of the trademark or the applicant of such trademark

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 for registration of Trademark
8. In principle approval from the concerned regulator
9. Copy of certificate of incorporation of the foreign body corporate and
resolution passed
10. Resolution passed by promoter company
11. A certified true copy of No objection certificate by way of board resolution /
resolution
12. Interest of first director(s) in other entities
13. Consent of nominee
14. Proof of identity and residential address of the subscribers
15. Resolution of unregistered companies in case of Chapter XXI Part I)
companies
16. Proof of identity and residential address of the nominee

5. You can use the Prefill button in eForm to populate the grayed out portion by
connecting to the Internet.
6. The applicant or a representative of the applicant needs to sign the document using
a digital signature.
7. You need to click the Check Form button available in the eForm. System will check
the mandatory fields, mandatory attachment(s) and digital signature(s).
8. You need to upload the eForm for pre-scrutiny. The pre-scrutiny service is available
under the Services tab or under the eForms tab by clicking the Upload eForm button. The
system will verify (pre-scrutinize) the documents. In case of any inadequacies, the user
will be asked to rectify the mistakes before getting the document ready for execution
(signature).
9. The system will calculate the fee, including late payment fees based on the due date
of filing, if applicable.
10. Payments will have to be made through appropriate mechanisms - electronic
(credit card, Internet banking) or traditional means (at the bank counter through challan).
i. Electronic payments can be made at the Virtual Front Office (VFO) or at PFO
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ii. If the user selects the traditional payment option, the system will generate 3 copies
of pre-filled challan in the prescribed format. Traditional payments through cash, cheques
can be done at the designated network of banks using the system generated challan. There
will be five banks with estimated 200 branches authorized for accepting challan payments.
• The payment will be exclusively confirmed for all online (Internet) payment
transactions using payment gateways.
11. Acceptance or rejection of any transaction will be explicitly communicated to the
applicant (including facility to print a receipt for successful transactions).
12. MCA21 will provide a unique transaction number, the Service Request Number
(SRN) which can be used by the applicant for enquiring the status pertaining to that
transaction.
13. Filing will be complete only when the necessary payments are made.
14. In case of a rejection, helpful remedial tips will be provided to the applicant.
15. The applicants will be provided an acknowledgement through e-mail or
alternatively they can check the MCA portal.

Declarations:
• In the Declaration section, enter the applicant name and professional details.
• Select a professional (Chartered Accountant/Company Secretary/ Cost
Accountant/Advocate) from the list of drop down values who has been engaged for giving
declaration under section 7(1) (b) and such declaration is attached.
• Enter valid membership number and certificate number of the practicing professional.

Purpose of the eForm

Memorandum of Association

Step-by-Step Process for E-filing SPICe MOA form

Specific Instructions to fill the eForm SPICe MOA (INC-33) at Field Level
Instructions to fill the eForm are given below at field level. Only important fields that
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require detailed instructions to be filled in eForm are explained. Self-explanatory fields
are not discussed.
1. Enter the same SRN of RUN as mentioned in the linked form SPICe (INC-32), if any
2. Select the applicable standard table as notified under Schedule I to the Companies Act,
2013.
3. Enter the name of the company as mentioned in e-form SPICe (INC-32). This may pre-
fill based on the SRN of RUN.
4. Enter the state of the company’s registered office as mentioned in e-form SPICe (INC-
32). This may pre-fill based on the SRN of RUN.
5. Give the correct details of the objects to be pursued by the company
6. Mention the matters that are necessary for furtherance of the main objects mentioned
in field 3(a) above
7. Enter total authorized share capital of the company.
8. Enter same particulars of nominee as mentioned in form SPICe (INC-32), in case of
OPC
9. Mention the details of subscribers in the prescribed format.
10. Enter the details of the witness along with his/her DSC

Purpose of the eForm

This document describes the System Requirements Specifications of Form SPICe
AOA (INC34). This document lays down the software requirements for the application
that have been captured through a detailed study of the business functions.

Step-by-Step Process for E-filing SPICe AOA form

Specific Instructions to fill the eForm SPICe AoA (INC-34) at Field Level
Instructions to fill the eForm are given below at field level. Only important fields that
require detailed instructions to be filled in eForm are explained. Self-explanatory fields
are not discussed.

1. Enter the same SRN of RUN as mentioned in the linked form SPICe (INC-32), if any

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2. Select the applicable standard table as notified under Schedule I to the Companies Act,
2013.

3. Enter the name of the company as mentioned in e-form SPICe (INC-32). This may pre-
fill based on the SRN of RUN.

4. Applicable standard articles will be auto populated based on selection of Table notified
under
Schedule I to the Companies Act, 2013.

5. Mention the details of subscribers in the prescribed format.

6. Enter the details of the witness along with his/her DSC

D. Additional Documents required to incorporate a public limited

company under the Companies act, 2013

To obtain Commencement of Business Certificate after incorporation of the company the

public company has to make following compliance
• File a declaration in eForm 20 and attach the statement in lieu of the prospectus
(schedule III) OR
• File a declaration in eForm 19 and attach the prospectus (Schedule II) to it.
• Obtain the Certificate of Commencement of Business.

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References:
1. http://www.mca.gov.in/MinistryV2/incorporation_company.html
2. http://www.mca.gov.in/MinistryV2/companyformsdownload.html
3. http://www.mca.gov.in/MinistryV2/stepstoformanewcompany.html
4. http://www.mca.gov.in/Ministry/pdf/CompaniesAct2013.pdf

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