Compliances for Incorporation of a company in India

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Documents / Forms to be filed with the Registrar of Companies under Companies Act, 2013

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Compliances for Incorporation of a company in India

Steps To Be Taken To Incorporate A New Company

Select, in order of preference, at least one suitable name upto a maximum of six names, indicative of the
main objects of the company
Ensure that the name does not resemble the name of any other already registered company and also does
not violate the provisions of emblems and names (Prevention of Improper Use Act, 1950) by availing the
services of checking name availability on the portal
Apply to the concerned RoC to ascertain the availability of name in eForm1 A by logging in to the portal.
A fee of Rs. 500/- has to be paid alongside and the digital signature of the applicant proposing the
company has to be attached in the form. If proposed name is not available, the user has apply for a fresh
name on the same application
After the name approval the applicant can apply for registration of the new company by filing the
required forms (that is Form 1, 18 and 32) within 60 days of name approval
Arrange for the drafting of the memorandum and articles of association by the solicitors, vetting of the
same by RoC and printing of the same
Arrange for stamping of the memorandum and articles with the appropriate stamp duty
Get the Memorandum and the Articles signed by at least two subscribers in his/her own hand, his/her
father's name, occupation, address and the number of shares subscribed for and witnessed by at least one
person
Ensure that the Memorandum and Article is dated on a date after the date of stamping
Login to the portal and fill the following forms and attach the mandatory documents listed in the eForm

Declaration of compliance - Form-1

Notice of situation of registered office of the company - Form-18.
Particulars of the Directors, Manager or Secretary - Form-32.

Submit the following eForms after attaching the digital signature, pay the requisite filing and registration
fees and send the physical copy of Memorandum and Article of Association to the RoC

After processing of the Form is complete and Corporate Identity is generated obtain Certificate of
Incorporation from RoC.

Additional steps to be taken for formation of a Public Limited Company:

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.

TIMELINE
Within 30 days from date of incorporation
At the First Board Meeting in which the person participates as a Director

Within 30 days

Within 15 days of appointment of every auditor

Within 30 days of incorporation

As provided under applicable Shops & Establishment Act

Within 30 days of receipt of the amount

Within 2 months from date of receipt of application money

Within 2 months from date of incorporation

Within 30 days from issuance of share certificate

Within 30 days from date of allotment

Within 30 days from date of allotment of subscription money

Within 180 days, post depositing share capital money in bank account.

On or before 15th day of July every year

Within one financial year

At any time, post obtaining a Digital Signature Certificate

Within 1 month of receiving DIN

Within 15 days of receipt of information by the Director regarding allotment of DIN
Within 30 days of creation of charge on any property, asset or any of its undertakings, tangible or
otherwise, situated in or outside India

N/A

N/A

NATURE OF REGISTER
Register of Members
Register of Debenture holders or any other securities holders
Register bearing particulars of Directors and Key Managerial Personnel.

Register of Deposits

Register and Index of Beneficial Owners

Register of Renewed and Duplicate Share Certificate
Register of Sweat Equity Shares

Register of Employee Stock Option

Register of Shares/Other Securities Bought Back

Register of Charges

Register of Loans, Guarantee, Security and Acquisition

Register of Investment not held in the company's own name
Register of Contracts in which Directors are interested
Attendance and Minutes of Board of Directors, Committee of Directors and Creditors
Documents / Forms to be filed with the Registrar of Companies under Companies Act, 2013

Purpose of the Form as per Companies Act, 2013

Application for reservation of name

One Person Company – Application for Incorporation and Nomination

One Person Company – Nominee consent form

One Person Company – Change in Member/Nominee

One Person Company – Intimation of exceeding threshold (Share Capital Rs.50 lakh/Turnover Rs.2 crore)

Application for Conversion from Private to OPC

Application for Incorporation of Company (Other than OPC)

Application to Regional Director for conversion of section 8 company into company of any other kind

Intimation to Registrar of revocation/surrender of licence issued under section 8

Declaration prior to the commencement of business or exercising borrowing powers

Notice of situation or change of situation of registered office and verification/change of registered office
with same locality

Application to Regional Director for approval to shift the Registered Office from one State to another
State or from jurisdiction of one Registrar to another Registrar within the same State

Application for approval of Central Government for change of name

Conversion of public company into private company or private company into public company

Notice of Order of the Court or any other competent authority

Return of allotment
Private placement offer letter

Record of Private placement offer

Notice to Registrar of any alteration of share capital
Letter of Offer

Return in respect of buy-back of securities

Application for registration of creation, modification of charge (other than those related to debentures)

Particulars for satisfaction of charge thereof

Notice of appointment or cessation of receiver or manager

Application for registration of creation or modification of charge for debentures or rectification of

particulars filed in respect of creation or modification of charge for debentures

Return for declaration of beneficial interest in any shares

Annual Return

Return of changes in shareholding position of promoters and top 10 share holders (Listed Companies)
Appointment of auditor

Application to the CG for removal of auditor before expiry of his term

Resignation of an auditor (Intimation to Registrar by the auditor)
Application for allotment of Director Identification Number

Intimation of changes in particulars of Director to be given to the Central Government

Intimation of changes in particulars of Director to be given to the Central Government

Notice of resignation of a director to the Registrar

Particulars of appointment of Directors and the key managerial personnel and the changes amongst them

Filing of Resolutions and agreements to the Registrar u/s. 117

Form for filing application to Regional Director

Form for filing petitions to Central Government (Regional Director)

Return of appointment of a Managing Director, Whole Time Director or Manager, CEO, Company
Secretary and CFO

Form of application to the Central Government for approval of appointment or reappointment and
remuneration or increase in remuneration or waiver for excess or over payment to managing director or
whole time director or manager and commission or remuneration to directors
Application by a company for registration under section 366

Information to be filed by foreign company

Return of alteration in the documents filed for registration by foreign company

List of all principal places of business in India established by foreign company

Annual Return of a Foreign company

Form for filing an application with Registrar of Companies (where no e-form is prescribed)

Form for submission of documents with Registrar of Companies (where no e-form is prescribed)

Memorandum of Appeal

Application to Registrar for obtaining the status of dormant company

Return of dormant companies

Return of dormant companies

Application for seeking status of active company

Form for filing application or documents with Central Government

Statement of unclaimed and unpaid amounts (dividend)
Intimation of appointment of cost auditor by the Company
COMPLIANCE PROVISION
1st Board Meeting (that must entail the disclosure of S. 173, Companies Act, 2013
interests by every director)
Post meeting, file MGT-14 S. 117, Companies Act, 2013
Disclose his concern or interest in any company by S. 184(1), Companies Act, 2013
filing Form MBP-1, to give notice to the Company
Appoint the 1st Auditor till the conclusion of first AGM S. 139(6), Companies Act, 2013

Fill ADT-1 S. 139(1), Companies Act, 2013.

File the form INC 22 with the MCA to establish a S. 12(2), Companies Act, 2013
registered office
File Form as per applicable Shops & Establishment Act Applicable Shops & Establishment
Act
Advance Reporting Form Para 9, Schedule I, Foreign
Exchange Management (Transfer or
Issue of Security by a Person
Resident Outside India)
Regulations, 2000

RBI Notification RBI/2010-11/199

Allotment of shares Private Placement (S-42,
Companies Act, 2013)

Right Issue (S-62, Companies Act,

2013)

Preferential Allotment (S-62(1)(c),

Companies Act, 2013)
Issuance of share certificates as per Form SH-1. S. 56(4), Companies Act, 2013

Payment of Stamp Duty on share certificate (where the Applicable Stamp Duty Act
registered office of the company is situated)
Form PAS-3 required to be filed (return of allotment) S. 39(4) and 42(9), Companies Act,
including list of allotees 2013
Form FC-GPR has to be filled. Para 9, Schedule I, Foreign
Exchange Management (Transfer or
Step 1: Register the company with the Entity User and Issue of Security by a Person
Business User on the FIRMS RBI Portal. Resident Outside India)
Regulations, 2000

Step 2: Form has to be filled on the FIRMS RBI Portal

Form 20A: Declaration of Commencement of Business S. 10A, Companies Act, 2013

Rule 23A, Companies

(Incorporation) Amendment Rules,
2018
Filing of Annual Return of Assets and Liabilities (FLA RBI Circular No. RBI/2 018-19/226
Return)
Minimum of 4 board meetings (with maximum gap of S. 173, Companies Act, 2013
120 days between 2 such board meetings)
Form DIR-3 to be filed for the allotment of DIN number S. 153, Companies Act, 2019.
along with DIR-4 (for any proposed Director other than
the first director, whose application would be made in
the SPICE form itself)
Intimate DIN to the Company S. 156, Companies Act, 2013.
Inform Registrar under Form DIR-3C S. 157, Companies Act, 2013.
Inform Registrar under Form CHG-1 (For other than S. 77, Companies Act, 2013
Debentures)

Form CHG-9 (For Debentures)

Every Company must affix a board outside the office S. 12, Companies Act, 2013
stating its name and registered office address.
Letterheads of the company with registered office name S. 12, Companies Act, 2013
& address, Corporate Identification Number (CIN),
telephone number, fax number, if any, e-mail and
website addresses, if any, are required to be printed.

FORM PROVISION
Form MGT-1 S. 88, Companies Act, 2013
Form MGT-2 S. 88, Companies Act, 2013
Form DIR-12 S. 170, Companies Act, 2013 and
Rule 18, Companies (Appointment
and Qualification of Directors)
Rules, 2014.
N/A Rule 14, Companies (Acceptance of
Deposit) Rules, 2014
N/A S. 11, Depositories Act, 1996
Form SH-2 S. 46, Companies Act, 2013
Form SH-3 S. 54, Companies Act, 2013 and
Rule 8, Companies (Share Capital
and Debentures) Rules 2014
Form SH-6 S. 62(1)(b), Companies Act, 2013
and Rule 12, Companies (Share
Capital and Debentures) Rules 2014

Form SH-10 S. 68(9), Companies Act, 2013 and

Rule 17, Companies (Share Capital
and Debentures) Rules 2014

Form CHG-7 S. 85, Companies Act, 2013 and

Rule 10, Companies (Registration
of Charges) Rules, 2014
Form MBP-2 S. 186, Companies Act, 2013
Form MBP-3 S. 187, Companies Act, 2013
Form MBP-4 S. 189, Companies Act, 2013
N/A S. 118, Companies Act, 2013
 Form No. as per Companies Act, 2013 Form No. as per Companies Act,
1956
Form No. INC-1 Form No. 1A
Form No. INC-2 —

Form No. INC-3 —

Form No. INC-4 —

Form No. INC-5 —

Form No.MGT 14Form No. INC-6 —

Form No. INC-7 Form No. 1

Form No. INC-18 —

Form No. INC-20 —

Form No. INC-21 Form No. 19

Form No. INC-22 Form No. 18

Form No. INC-23 Form Nos. 1AD, 24AAA

Form No. INC-24 Form No.1B

Form No. INC-27 Form Nos. 1B, 62

Form No. INC-28 Form No. 21

Form No. PAS-3 Form No. 2

Form No. PAS- 4
—
Form No. PAS–5
Form No. SH-7 Form No. 5
Form No. SH-8 —

Form No. SH-11 Form No. 4C

Form No. CHG-1 Form No. 8

Form No. CHG-4 Form No. 17

Form No. CHG-6 Form No. 15

Form No. CHG-9 Form No. 10

Form No. MGT-6 Form No. 22B

Form No. MGT-7 —

Form No. MGT-10 —

Form No. ADT-1 —

Form No. ADT-2 —

Form No. ADT-3 —
Form No. DIR-3 Form DIN 1

Form No. DIR-6 Form DIN 4

Form No. DIR-6 Form DIN 4

Form No. DIR-11 Form No. 32

Form No. DIR-12 Form No. 32, 32AD

Form No. MGT-14 Form No. 23

Form No. RD-1 Form No. 24A

Form No. RD-2 Form No. 24AAA

Form No. MR-1 Form No. 25C

Form No. MR-2 Form No. 25A

Form No. URC-1 Form No. 37, 39

Form No. FC-1 Form No. 44

Form No. FC-2 Form No. 49, 52

Form No. FC-3 Form No. 52

Form No. FC-4 Form No. PTII

Form No. GNL-1 Form No. 61

Form No. GNL-2 Form No. 62

Form No. ADJ —

Form No. MSC-1 —

Form No. MSC-3 —

Form No. MSC-3 —

Form No. MSC-4 —

Form No. CG-1 Form No. 65

Form 5 – INV —
CRA – 2
 Due Date

—
At the time of incorporation of
company
At the time of incorporation of
company
Within 30 days of receipt of notice of
withdrawal of consent

MGT 14 – within 30 days of passing

special resolution

Within 30 days of date of receipt of

order
Within 180 days of incorporation

Within 60 days of making application

for change of name
Within fifteen days of the receipt of the
order from the Central Government.

Within 30 days from the date of receipt

of certified copy of the order
—

—
—
Within 30 days from date of
completion of buyback

Within 30 days from date of creation

of charge or within 300 days on
payment of additional fees
Within 30 days from date of such
payment or satisfaction
Within 30 days of date of passing the
order or making of the appointment
Within 30 days from date of creation
of charge or within 300 days on
payment of additional fees
Within 30 days from date of receipt of
declaration by the company

within sixty days from the date on

which the annual general meeting is
held or where no annual general
meeting is held in any year within sixty
days from the date on which the annual
general meeting should have been held
together with the statement specifying
the reasons for not holding the annual
general meeting, with such fees or
additional fees as may be prescribed

Within 15 days of such change

Within 15 days of the meeting
Within 30 days from the date of Board
Resolution
Within 30 days of resignation
—

Within 30 days of change in

information provided
Within 30 days of change in
information provided

Within a period of 30 days from the

date of resignation

Within 30 days of appointment or

change of director or key managerial
person

Within 30 days of passing resolution

—
—

Within 60 days of appointment with

the registrar

Within a period of 90 days from the

date of such appointment to Central
Government
 —

Within 30 days of the establishment of

its place of business in India

Within 30 days from the date on which

the alteration was made or occurred.

Within 6 months of close of financial

year
Within 60 days from the last day of its
financial year
—

Within 60 days from the date of receipt

of the order of adjudicating officer by
the aggrieved party.

Within 30 days from the end of each

financial year
Within 30 days from the end of each
financial year

—
—
 Remarks

—
Within 60 days of making application for reservation of name in INC-1

—
Within 60 days from the date where,
1. Share Capital exceeds Rs.50 lakh
or
2. Average Annual T/O exceeds Rs.2 Crore

Form INC 6 to be filed along with affidavit by directors confirming consent for conversion being received
from creditors and members of the company.
1. List of members and list of creditors
2. Latest audited financial Balance Sheet and P&L
3. Copy of NOC of secured creditors

—
Along with certified true copy of special resolution passing and Notice convening the meeting.

Copy of application with annexures shall also be filed with Registrar

Where the licence granted to the company has been revoked, then company shall apply.

Declaration to be filed with fees and content of the form shall be verified by CA, CS, CWA in practice
Attachment to the said form shall be,
1. Registered document of Title in name of company OR
Lease or Rent agreement in the name of company
2. Authorisation from owner/ occupant to use the premises by the company as Registered Office
3. Proof of evidence of any utility services such as telephone, electricity not older than 2 months

Publish notice once in a daily news paper in English and in principal language at least one month before
filing application

Serve individual notice to each debentureholder, depositor and creditor

The change of name is not allowed to a company which has defaulted in filing its annual returns or
financial statements or any document due for filing with the Registrar or which has defaulted in
repayment of matured deposits or debentures or interest on deposits or debentures

New certificate of incorporation in Form No. INC.25 shall be issued to the company consequent upon
change of name
For effecting the conversion of a private company into a public company or vice versa, the application
and a copy of order of the competent authority approving the alteration shall be filed with the Registrar
together with the printed copy of the altered articles
The certified copy of the order of the Central Government, approving the alteration of the memorandum
for transfer of registered office of the company from one State to another, shall be filed with the Registrar
of the State
—
A company may make an offer or invitation to subscribe to securities through issue of a private placement
offer letter in Form PAS-4

A company shall maintain a record of private placement offer is PAS-5

—
—
In case of a listed company, return shall be filed with the registrar and SEBI along with prescribed fee.
Annexed to the return, a certificate in Form No. SH. 15 signed by 2 directors including managing director
certifying compliance

Registrar shall inform the affected parties within 30 days of making the entry in register of charges kept
under sub-section (1) of section 81
Give notice of such appointment to the company and Registrar along with copy of the order or instrument

Signed by a director and the company secretary, or where there is no company secretary, by a company
secretary in practice. In case of One Person Company and small company, signed by company secretary
or where there is no company secretary, by the director of the company

—
Hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting and
thereafter till the conclusion of every sixth meeting
Company shall hold the general meeting within 6 days of receipt of approval of the CG
To be filed by Auditor
—
Such change(s) in Form DIR 6 in the following manner:
i. Download the Form DIR-6 from portal and fill the relevant changes, attach copy of the proof of
changed particulars and verification in the Form DIR-7 all of which shall be scanned and submitted
electronically.
ii. The form shall be digitally signed by practicing CA or CS or a Cost Accountant.
iii. The applicant shall submit the Form DIR-6.

Forward to the registrar a copy of resignation along with reasons for the resignation
Every Company shall keep at its registered office a register of its director & key management personnel
containing the following particulars, namely
i. DIN (optional for key management personnel);
ii. Present name & surname in full;
iii. Any former name or surname in full;
iv. Father’s name, mother’s name & spouse’s name (if married) & surname in full;
v. Date of birth;
vi. Residential address (present as well as permanent);
vii. Nationality (including the nationality of origin, if different);
viii. Occupation;
ix. Date of board resolution in which the appointment was made;
x. Date of appointment and reappointment in the company;
xi. Date of cessation of office & reason therefore
xii. Office of director or key managerial personnel held or relinquished in any other body corporate;
xiii. Membership No. of Company Secretary;
xiv. PAN No. (mandatory for key management personnel if not having DIN)

In addition company shall also include in the aforesaid register the detail of securities held by them in the
company and its holding and subsidiaries, subsidiaries of the company’s holding company and associate
company relating to-
i. The number, description and nominal value of securities
ii. The date of acquisition and the price or other consideration paid
iii. Date of disposal and price and other consideration received
iv. Cumulative balance and no. of securities held after each transaction
v. Mode of acquisition
vi. Mode of holding – physical or dematerialised form
vii. Whether securities have been pledged or any encumbrance has been created on the securities

A copy of every resolution or any agreement required to be filed, together with the explanatory statement
under section 102, if any, shall be filed with the Registrar in Form No. MGT. 14 along with the fee.
—
—
A company shall file a return of appointment of a Managing Director, Whole Time Director or Manager,
Chief Executive Officer (CEO), Company Secretary and Chief Financial Officer (CFO), with the
Registrar in Form No. MR.1 along with such fee as may be specified for this purpose. (Not applicable to a
private company: Section 196(4) & (5) are not applicable to a private company)

—­
A company after obtaining availability of name in terms of the Act, shall attach the required documents
and information to the registrar along with Form No. URC 1 in the following manner, namely:-

i) For registration as a company limited by Shares;

ii) For registration as a company limited by guarantee or as an unlimited company.

The list of directors and secretary or equivalent of the foreign company shall contain the following
particulars:-
a. Personal name and surname in full;
b. Any former name or names and surname or surnames in full;
c. Father’s name or mother’s name and spouse’s name;
d. Date of birth;
e. Residential address;
f. Nationality of origin;
g. Passport Number, date of issue and country of issue;
h. PAN Number;
i. Occupation;
j. Directorship in any other company, (DIN, Name and CIN of the company);
k. Membership Number (for Secretary only);
l. E-mail ID.

Where any alteration is made or occurs in the document delivered to the Registrar for registration by the
foreign company, it shall file with the Registrar, a return containing the particulars of the alteration.

Every foreign company shall file with the Registrar, along with the financial statement, a list of all the
places of business established by the foreign company in India as on the date of balance sheet.
Every foreign company shall prepare and file an annual return containing the particulars as they stood on
the close of the financial year.
For the purpose of filing applications for which no e-form is prescribed under the various rules, the
application shall be filed through Form No. GNL-1
For the purpose of filing the documents for which no e-form is prescribed under the various rules, the
document shall be filed through Form No. GNL-2
Every appeal against the order of the adjudicating officer shall be filed in writing with the Regional
Director having jurisdiction in the matter, and shall be accompanied by a certified copy of the order
against which the appeal is sought:

Where the party is represented by an authorised representative, a copy of such authorization and the
written consent thereto shall also be appended to the appeal:

An appeal in Form ADJ shall not seek reliefs therein against more than one order unless the reliefs prayed
for are consequential.
A company may make an application for obtaining the status of a Dormant Company after passing a
special resolution to this effect in the general meeting of the company or after issuing a notice to all the
shareholders of the company for this purpose and obtaining consent of at least 3/4th shareholders (in
value)
A dormant company shall file a
“Return of Dormant Company” annually, inter-alia, indicating financial position duly audited by a
chartered accountant in practice.
An application for obtaining the status of an active company shall be made and shall be accompanied by a
return in Form MSC-3 in respect of the financial year in which the application for obtaining the status of
an active company is being filed.
—
Within 90 days of AGM
Within 30 days of appointment of cost auditor OR 180 days from commencement of financial year,
whichever is earlier