PROCESS OF COMPANY INCORPORATION INVOLVES THE FOLLOWING STAGES
NAME SELECTION AND APPROVAL
It is mandatory to provide three to five names as alternate names in their order of preference. While selecting a name of the company, the following must bekept in mind:
- Name should, as far as possible, suggest the main object of the proposed company, or in case of foreign company or a subsidiary company, the name of the Parent Company or the Holding Company.
- If the proposed name is also the Trade Mark, then the details of Trade Mark application (in case of pending application) or the details of registration (incase of Mark being registered).
- Whatever be the name of the company if the liability of the members is limited the last word of the name must be ‘Limited’ and in the case of a private company ‘Private Limited’
An application for Name Approval is filed in form 1-A to the Registrar of Companies within the jurisdiction of which the Registered Office of the Company is proposed with requisite statutory fee. The Application must accompany the Board Resolution granting “NO OBJECTION” to use the name of the Holding Company, if a subsidiary is formed alongwith a Resolution in favour of the Agent of the Applicant to file the application for Name Approval.
Name of the Company is approved in seven working days from the date of filing of the application, if in the opinion of the Registrar of Companies, the following conditions are met:
- Documents are in order and the Resolution from the Parent/Holding Company is in order with a No-Objection from the Holding/Parent Company;
- The proposed name suggests the main object of the proposed company;
- Name is not immoral brings disrepute to the nation or does not in any manner resemble the registered Trade Mark of another company or entity;
- If the names suggested are not available, the promoters should apply again selecting fresh names. If there are objections to the name, the promoters
- must remove the objections within a period of one month from the date of the objection;
- If no action is taken within this period, or on the rejection of the name, fresh name availability application must be filed with requisite fee.
INCORPORATION OF COMPANY AND DOCUMENTS REQUIRED
After obtaining Registrar of Company’s approval for the company’s name, the promoters should prepare the following documents, in the prescribed manner and form:
- Directors Identification Number or the DIN (Individual Applications must be filed on behalf of each Directors alongwith their self attested Identity Proof and Residence Proof before the application for incorporation is filed);
- Memorandum of Association and Articles of Association
- Statutory declaration in Form I
- Copy of Letter of approval from Registrar of Companies indicating approval of name.
- Notice of situation of registered office (in Form 18) and particulars of Directors (in Form 32).
- Board Resolutions on behalf of the Foreign Company for incorporation of Indian Subsidiary Company with share holding patterns.
- Board Resolution granting “NO OBJECTION” to the Proposed Indian Company (Subsidiary) to use the name of the Foreign Company (Parent/Holding Company).
- Board Resolution in favour of the Agent/Attorney to execute and sign the documents, Memorandum and Articles of Association and to pay the requisite fee.
All documents should be duly executed signed and stamped and thereafter notarized as well as legalized from the Indian Embassy.
Subscribers to the Memorandum and Articles of Association of the proposed company must be the same as the promoters whose names appear in the application for availability of name.
Requirements with respect to Memorandum.
(1) The memorandum of every company shall state -
(a) Main and Ancillary objects of the Company;
(b) Address of the office of the company.
(2) The memorandum of a company limited by shares or by guarantee shall also state that the liability of its members is limited.
(3) The memorandum of a company limited by guarantee shall also state that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company, or of such debts and liabilities of the company as may have been contracted before he ceases to be a member, as the case may be, and of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributories among themselves, such amount
as may be required, not exceeding a specified amount.
(4) In the case of a company having a share capital -
(a) unless the company is an unlimited company, the amount of share capital with which the company is to be registered and the division thereof;
(b) each subscriber of the memorandum shall write opposite to his name the number of shares he takes.
Stamp duty
The Memorandum of Association and Articles of Association are required to be stamped adequately in the prescribed manner and mode.
Execution of Memorandum of Association
- One copy of the Memorandum of Association is to be executed by the subscribers.
- While executing the Memorandum of Association the subscribers are required to write the following particulars in their own handwriting.
i.Name
ii. Father’s /Husband’s name
iii. Address
iv. Description indication the occupation of the subscribers
v. Number of shares subscribed by them in words as well as in figures
vi. Signatures
vii.Date
- The memorandum should be signed by the subscribers himself. Where the subscribers to the memorandum are foreign parties/companies, the memorandum may be signed by duly appointed Attorney.
NOTE : Incase of Foreign Companies opening an Indian subsidiary, all documents including the Resolutions/Power of Attorney, Identity Proof of nominated Directors, Address Proof etc must be duly notarized and legalized from the Indian Embassy in or in the alternative apostled from such country.