Steps of Incorporation

of Company
Incorporating a company in India involves a
multi-step process guided by the provisions
under the Companies Act, 2013. Below is a
breakdown of the first step involved in the
incorporation process, referencing relevant
sections of the Act:
Step 1: Obtain Digital Signature
Certificate (DSC) and Director
Identification Number (DIN)
Before the actual incorporation process,
certain pre-requisites must be fulfilled.
These include obtaining a Digital Signature
Certificate (DSC) and a Director
Identification Number (DIN) for the
proposed directors of the company.
1. Digital Signature Certificate (DSC)
Section 2(1)(t) of the Companies Act,
2013: This section defines "digital
signature" in relation to the use of
electronic documents.
Incorporating a company, or forming a corporate entity, is a legal
process where a business entity gains recognition as a separate
entity distinct from its owners, following the Companies Act, 2013.

Here's a breakdown of the key aspects:

What is Incorporation?
Legal Entity:
Incorporation transforms a business idea into a recognized
company with its own legal identity, separate from its owners.

Separate Legal Standing:

A company can own property, enter contracts, sue or be sued,
and engage in business activities independently.

Limited Liability:
Incorporation provides limited liability protection to the
owners or shareholders, meaning their personal assets are
shielded from company debts.

Formal Process:
It involves filing necessary documents, such as the
Memorandum of Association (MOA) and Articles of Association
(AOA), with the relevant government authority (Registrar of
Companies or ROC).

Certificate of Incorporation:
Upon successful registration, the ROC issues a Certificate of
Incorporation, which is proof of the company's existence.
Regulation: As per the Ministry of Corporate Affairs (MCA) guidelines,
DSC is required to digitally sign forms during the incorporation
process and other filings with MCA. This is mandatory for the
proposed directors or any individual required to sign the
incorporation documents.
The DSC can be obtained from a certifying authority recognized
by the government, and it will be used for filing online
forms and documents with MCA.
2. Director Identification Number (DIN)
Section 153 of the Companies Act, 2013: This section specifies the
requirement for every individual intending to become a director of a
company to apply for a Director Identification Number (DIN).
Section 154 of the Companies Act, 2013: This section
deals with the application for DIN.
A DIN is a unique identification number issued to each director. The
application for a DIN can be made online using the DIR-3
Form on the MCA portal. The DIN is required for all directors
who will be listed in the incorporation documents of the company.
 Step 2: Reservation of Company Name
and Filing of Incorporation Application
Once the Digital Signature Certificate (DSC) and
Director Identification Number (DIN) are obtained,
the next step is to reserve the name of the company
and file the necessary incorporation application. This
step is governed by the following sections of the
Companies Act, 2013 and related rules.

1. Reservation of Company Name

a. Name Selection:
You need to decide on a name for your company. The name must
be unique and not identical to any existing company's name. It
should
not infringe on trademarks or existing business names.
The name should comply with the guidelines set by the Ministry of
Corporate Affairs (MCA), such as:
It should not be undesirable or offensive.
It should not include words or expressions prohibited by the
government (e.g., "State," "National," etc.).
It should not be similar to a registered trademark.

b. Filing with the MCA (RUN or SPICE+

form):
Reserve Unique Name (RUN) Process:
Use the Reserve Unique Name (RUN) service available on the MCA
portal.
You can apply for name reservation through the RUN web service
(Reserve Unique Name).
You can apply for one name or two names at once. If the first name is
rejected, the second name will be considered automatically.
The name is typically reserved for 20 days.
 Approval of the Name Reservation
After submitting the name application (via RUN or SPICE+),
the MCA will review the application.
The MCA will either approve or reject the proposed name.
If the name is approved, you will receive a Name Reservation Letter.
If the name is rejected, you can modify the name
and resubmit the application.

4. Drafting of Memorandum
and Articles of Association (MOA and AOA)
Once the name is reserved, the next step is to draft the
Memorandum of Association (MOA) and Articles of Association
(AOA) for the company, which define the company’s constitution
and rules.

5. Filing of Incorporation Documents

After name approval and drafting of MOA and AOA, you can submit the
necessary documents to the MCA for incorporation, including:
MOA and AOA
Director Identification Number (DIN) and PAN details for directors
Proof of registered office address
Form INC-32 (SPICE+ form) and other relevant forms

6. Certificate of Incorporation
Once the documents are verified, the Registrar of Companies
(RoC) will issue the Certificate of Incorporation, officially
registering your company.
 Step 3: Filing with the
Registrar of Companies (RoC)
Once the name of the company has been reserved through the RUN
(Reserve Unique Name) service or as part of the SPICE+ form, you
proceed to file the incorporation documents with the Registrar of
Companies (RoC). The process involves submitting various forms
and documents to complete the registration.

A. Documents to be Filed with RoC

Memorandum of Association (MOA)
This document defines the company's objectives and powers.
It specifies the company’s name, registered office address, and the
type of business it will undertake.
For a Private Limited Company, the MOA contains the following
clauses:
Name of the company
Registered office address
Objectives of the company (main objects and incidental objects)
Liability of the members (limited or unlimited)
Capital of the company (authorized share capital)

Articles of Association (AOA)

This document lays down the rules and regulations for the internal
management of the company.
It defines the duties, rights, and powers of the directors and
shareholders.
In the case of a Private Limited Company, the AOA generally covers
matters like board meetings, dividends, shareholder rights, etc.
 Form INC-32 (SPICE+ Form)
This is the Simplified Proforma for Incorporating Company
Electronically (SPICE+ form) and is used for the electronic filing
of the incorporation application.
This form combines multiple aspects of incorporation:
Form INC-9: Declaration by subscribers and directors
Form DIR-12: For the appointment of directors
Form AGILE-PRO: For GST registration, ESIC registration, and
other compliances (optional)
This form contains details like the name of the company,
address of the registered office, particulars of the directors,
shareholders, etc.

B. Filing Process:
Prepare the Documents:
Submit to MCA through SPICE+ or other relevant forms
Payment of Fees
Submission and Review by RoC

C. Certificate of Incorporation:
Approval and Issuance of Certificate:
If the documents are verified successfully and comply with the legal
requirements, the RoC will issue the Certificate of Incorporation (COI),
which marks the legal formation of the company.
The COI is a legal document that proves the existence of the company
and contains the company’s registration number (CIN - Corporate
Identification Number).
 Step 4: Issuance of Certificate of
Incorporation in Indian Corporate
Law
1. Successful Verification of Documents
After all the required documents (like the Memorandum of
Association, Articles of Association, proof of identity and
address, and others) are submitted to the Registrar of
Companies (RoC) and found to be in order, the RoC will process
them.
2. Issuance of the Certificate of Incorporation
Once the RoC is satisfied with the submitted documents and
their compliance with the Companies Act, 2013, the Registrar
will issue the Certificate of Incorporation.
Contents of the Certificate:
Company Name: The official name of the company.
Corporate Identification Number (CIN): A unique 21-digit
identification number assigned to the company.
Date of Incorporation: The date on which the company has
been incorporated.
Registered Office Address: The official address of the
company.
The CIN, which is a part of the Certificate of Incorporation, is
crucial because it serves as the company's unique identifier. It
must be used in all official documents, forms, and
communications related to the company.
 3. Corporate Identification Number (CIN)
The CIN is a unique identification number assigned to every
company in India upon incorporation. It is a key element in
company identification and must be used on:

Official correspondence: All communication with

government authorities, banks, and other agencies.
Forms and returns: In filings made with the Ministry of
Corporate Affairs (MCA) and other regulatory bodies.
Legal documents: Any legal documents, contracts, or
agreements entered into by the company.

Official correspondence: All communication with

government authorities, banks, and other agencies.
Forms and returns: In filings made with the Ministry of
Corporate Affairs (MCA) and other regulatory bodies.
Legal documents: Any legal documents, contracts, or
agreements entered into by the company.

4. Legal Recognition
With the Certificate of Incorporation and the CIN, the company
is legally recognized as a separate legal entity under the
Companies Act, 2013. The company can now:

Commence its business activities.

Open a bank account in its name.
Sign contracts and agreements.
Apply for necessary licenses, permissions, or registrations
required for its operations.
Be liable for its actions and obligations.
 5. Access to Government Services

The CIN allows the company to access various

government services and portals, including filing
statutory documents with the Ministry of Corporate
Affairs, submitting income tax returns, and interacting with other
regulatory authorities.
Name Nidhi singh

subject Corporate Law

Roll no 241392

Sem / Sec Bcom (hons) 2A

Faculty name
Sadhna Gupta
Incorporation
Of
Company