INCORPORATION OF COMPANY

The basic procedure for Incorporation of a Company under Companies Act, 2013 -

1. Obtain Digital Signatures
Various documents are required to be filed with the digital signature of the Managing
Director or Director or Manager or Secretary of the Company, therefore, it is required to
Obtain a Digital Signature Certificate from authorized DSC issuing authority.
2. Obtain Director Identification Number
Every individual intending to be appointed as director of a company shall make an
application for allotment of Director Identification Number in form DIR.3 to the Central
Government along with prescribed fees
3. Name availability for proposed company
Application for the reservation/availability of name shall be in Form no. INC.1 along with
prescribed fee of Rs. 1,000/-.
After approval of name ROC will issue a Name availability letter.
Validity of Name approved by ROC - The maximum time the name will be valid is for a
period of 60 days from the date on which the application for Reservation was made.
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.
4. Preparation of the Memorandum of Association (MOA) and Articles of Association
(AOA)
Drafting of the MOA and AOA is generally a step subsequent to the availability of name
made by the Registrar. It should be noted that the main objects should match with the objects
shown in e-Form INC.1. These two documents are basically the charter and internal rules and
regulations of the company. Therefore, it must be drafted with utmost care and the other
object clause should be drafted in a very broader sense.
5. Application for incorporation
Application for incorporation of a company, shall be made with the Registrar, within whose
jurisdiction the registered office of the company is proposed to be situated, along with the
following attachments:
i. Memorandum of Association
ii. Articles of Association
iii. A declaration in the prescribed form by an advocate, a CA, CMA or CS in practice who is
engaged in the formation of the company, and by a person named in the articles as a director,
manager or secretary of the company, that all the requirements of this Act and the rules made
there under in respect of registration and matters precedent or incidental thereto have been
complied with
iv. Affidavit from each of the subscriber to the Memorandum from persons named as the first
directors, if any in the articles, that he is not convicted of any offence in connection with the
promotion, formation or management of any company, or that he has not been found guilty of
any fraud or misfeasance or of any breach of duty to any company under this Act or any
previous company law during the preceding five years and that all the documents filed with
the Registrar for registration of the company contain information that is correct and complete
and true to the best of his knowledge and belief
v. Proof of residential address (the address for correspondence till its registered office is
established)
vi. NOC in case there is change in the promoters (first subscribers to Memorandum of
Association)
vii. Proof of Identity (the particulars of name, including surname or family name, residential
address, nationality and such other particulars of every subscriber to the memorandum and
the particulars of the persons mentioned in the articles as the first directors of the company
along with proof of identity, and in the case of a subscriber being a body corporate, such
particulars as may be prescribed;)
viii. PAN Card (in case of Indian national)
ix. Copy of certificate of incorporation of the foreign body corporate and proof of registered
office address
x. Certified true copy of board resolution/consent by all the partners authorizing to subscribe
to MOA

PURPOSE OF THE E-FORM 7

E-Form INC-7deals with incorporation of a new company (other than OPC). This E-Form is
accompanied by supporting documents such as details of Directors/subscribers, the
Memorandum of Association and Articles of Association and evidence of payment of stamp
duty. Once the E-Form is processed and found complete, a company is registered and CIN is
allocated.
Please note the following:
 1. User is required to file E-Form INC-7 for incorporation of Company other than OPC
within sixty days from the date of application of reservation of name in E-Form INC-
1.
2. In case the address for correspondence is not the address of the registered office of the
Company, user is required to inform the Registrar within 30 days of its incorporation.
3. Stamp duty, Memorandum of Association and Articles of Association can be paid
electronically through the MCA portal and in such case submission of physical copies
of the uploaded documents to the office of ROC is not required.
4. Payment of stamp duty electronically through MCA portal is mandatory in respect of
the States which have authorized the Central Government to collect stamp duty on
their behalf.
5. Now eStamp duty payment is to be done online through MCA portal for all the states.
6. User is required to scan the photograph of every subscriber with MOA and AOA.
DUTY OF REGISTRAR TO SCRUTINISE THE DOCUMENTS 
If after filling the Requisite forms for incorporation with the Registrar of Companies along
with fees, ROC is satisfied with the contents of the documents filed, ROC will issue the
Certificate of incorporation in Form no.INC 11.

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