N
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Procedure
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Description
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1
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Obtain Digital Signature
Certificate (DSC)
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Obtain a Digital
Signature Certificate from authorized DSC issuing authority.
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2
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Obtain Director
Identification No. (DIN)
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Make Application in Form
DIR-3 [Rule 9 of Chapter XI Rules].
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3
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Register DSC in the name
of Director on MCA portal
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⏩ See the description in Point No.3 |
4
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Apply for Reservation of
Name
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Application in Form No.
INC.1 [Rule 9]. The same shall be reserved for a period of 60 days.
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5
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Getting consent of a
person to become its Nominee in Form INC-3
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⏩ See the description in Point No.5 |
6
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Drafting and Printing of
Memorandum and Articles of Association
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⏩ See the description in Point No.7 |
7
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Filing of INC -2, DIR 12
(except when promoter is the sole director of the OPC.) & INC 22
|
⏩ See the description in Point No.7
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8
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Commencement of business
[S.11]
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Mandatory to file
Declaration with ROC in Form No. INC.21 [Rule 24].
|
9
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Registered Office [S.12]
|
A company shall have a
registered office within 15 days of Incorporation and it shall file Form
No.INC.22 [Rule 25] within 30 days to verify the same.
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➽⏩ Point No.3: Register DSC
Third step is to register DSC of the person authorized to sign E-forms on MCA21 or click on the link http://www.mca.gov.in/DCAPortalWeb/dca/MyMCALogin.do?method=setDefaultProperty&mode=36
➽⏩ Point No.5: Getting consent of a person as Nominee
The subscriber to the memorandum of a One Person Company shall nominate a person, after obtaining prior written consent of such person, who shall, in the event of the subscriber’s death or his incapacity to contract, become the member of that One Person Company.
The name of the person nominated shall be mentioned in the memorandum of One Person Company.
- A nominee for OPC has to be a natural person who is an Indian citizen and resident in India.
- No person shall be eligible to become a nominee in more than one OPC
The nominee so appointed shall become the member in the following situation:
- In the event of the sole member’s death; or
- In the event of the sole member becoming incapacitated to contract.
Form No. INC-3
One Person Company- Nominee consent form
This form is required to be filed pursuant o section 3(1) of the Companies Act, 2013 and rule 4(2), (3), (4), (5) & (6) of Companies (Incorporation) Rules, 2014
One Person Company is required to indicate the name of the other person as nomine in its memorandum with his prior written consent, who shall become the member of the company in case of subscriber’s/member’s death or incapacity to contract and such consent of the nomine shall be submitted to Registrar in this eForm INC-3.
- Enter an approved SRN of Form INC-1 in case of a new company or valid CIN for a One Person Company (OPC).
- Enter the approved DIN/PAN of nomine. – Nomine should be an Indian citizen and resident in India.
- Residential proof selected and provided should not be older than two months.
- User is required to provide previous residence address details in case the duration of stay is less than a year at the present address.
- User is required to take the printout of the form after clicking on the “Check Form” button and the same shall be manually signed by the Nomine thereafter.
- This is a non e-Form and User is required to fill the form electronically and then attach the printout of the duly signed copy along with al the enclosures with other eForms INC-2, INC-4 or INC-6 as the case may be.
- User is required to provide copy of residential proof not older than two months
Attachment:
- Copy of PAN card
- Proof of Identity
- Residential Prof.
➽⏩ Point No.7: Filing of Company Incorporation form – eform INC 2, DIR 12 (except when promoter is the sole director of the OPC.) & INC 22
As per section 3(1) and 7(1) of the Companies Act, 2013 and Rule 4, 10, 12 and 15 of the Companies (Incorporation) Rules, 2014, application for incorporation of a one person company, with the Registrar, within whose jurisdiction the registered office of the company is proposed to be situated, shall be filed in Form no. INC 2 along with Form no. INC.22 for situation of registered office of the Company, (as the case selected in form no. INC 2) and DIR -12.
Note:
- Form is required to be filed within 60 days as the name is reserved only for this time period.
- Stamp Duty is payable online as it exceeds Rs. 100/-
INC 2:
Form INC – 2 is to be filed along with consent of nomine obtained in Form INC – 3 and fee as provided in the Companies (Registration offices and fees) Rules, 2014 shall be filed with the Registrar at the time of incorporation of the company along with its memorandum and articles.
Form INC – 2 is form for incorporation of one person company. The form is similar to Form INC – 7 except his form contain Nomination details and particulars of nomine.
Form No. INC-2
One Person Company- Application for Incorporation
eForm INC-2 is required to be filed pursuant o section 3(1) and 7(1) of the Companies Act, 2013 and Rule 4, 10, 12 and 15 of the Companies (Incorporation) Rules, 2014. eForm INC-2 deals with incorporating One Person Company.
This eForm is accompanied by supporting documents such as annexure containing details of directors/subscribers, the Memorandum of Association and Articles of Association and evidence of payment of stamp duty. Once the eForm is processed and found complete, a company is registered and CIN is allocated.
It is suggested that eForm DIR-12 should be filed together at the time of fling of eForm INC-2 if the member is not he sole director of the company.
In case the address for correspondence is not he address of the registered office of the Company, user is required to file INC-2 within 30 days of its incorporation. – Stamp duty on eForm INC-2, Memorandum of Association (MoA) and Articles of Association (AoA) can be paid electronically through the MCA portal. Payment of stamp duty electronically is mandatory for certain States.
User is required to scan the photograph of every subscriber with MOA and AOA.
- Enter the approved Service Request Number (SRN) of eForm INC-1 filed for reservation of name.
- The company can have its registered office from the date of incorporation or on and from the 15th day of its incorporation. Till the same is established and intimated to the RoC, company can have its correspondence address capable of receiving and acknowledging all communications and notices as may be addressed to it.
- Enter the details of registered office address of the company if the company is having its registered office from the date of its incorporation.
- Enter the valid email id of the company.
- Enter the details of the address of the police station under whose jurisdiction the registered office of the company is to be situated.
- Enter the details of authorized and subscribed share capital break up in case of a company having share capital.
- Based on the main objects of the company, please enter the main division of industrial activity as per National Industrial Classification (NIC)-204
- Enter the details of promoter. – Promoter to One Person Company is always an Indian citizen and resident in India and promoter shall be eligible to incorporate only one OPC.
- Every One Person Company is required to indicate the name of other person as nomine to the sole member in the memorandum and nomine for the subscriber should be an individual who is an Indian citizen and resident in India.
- Where the Articles of Association of OPC contains provisions of entrenchment to the effect hat specified provisions may be altered only if conditions or procedures as that are more restrictive than those applicable in case of a special resolution are complied with.
- System shall automatically display the state or union territory for which stamp duty is to be paid and also amount of stamp duty to be paid on eForm INC-2, MoA and AoA based on the state wise stamp rules.
- This eForm should be supported with a declaration given either by:
- A person named in the articles is a subscriber and also a director. (This declaration is displayed to the user in case subscriber and director is the same person), or
- A person named in the articles as a director, manager or secretary of the company duly authorized by promoters. (This declaration is displayed to the user in case subscriber and director are not he same person)
Attachment:
- Memorandum of Association,
- Articles of Association,
- proof of identity of the member and the nomine,
- residential proof of the member and the nomine,
- copy of PAN card of member and nomine,
- consent of nomine in Form INC-3 along with enclosures,
- Affidavit from the subscriber and first director to the memorandum in Form No. INC-9.
- It is mandatory to attach Specimen Signature in Form INC-10 in case company is ‘Not having share capital’.
- It is mandatory to attach Entrenched Articles of association if any of the articles are entrenched.
- Prof of registered office address and copies of the utility bills not older than two months are required to be attached in case of address of correspondence is the address of registered office of the company.
- It is mandatory to attach proof that he company is permitted to use the address of the registered office of the company if the same is owned by director/any other entity/ Person (not taken on lease by company).
- It is mandatory to attach consent to act as a director in case subscriber and director are the same persons.
- List of al the companies (specifying their CIN) having the same registered office address, if any.
As per Rule-17 of Companies (Incorporation) Rules, 2014, the particulars of each person mentioned in the articles as first director of the company and his interest in other firms or bodies corporate along with his consent to act as director of the company shall be filed in Form No.DIR-12 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014. Along with the above details in the Form no.INC.2, Form no.DIR 12 to be filed IN CASE THE PROMOTER IS NOT THE SOLE DIRECTOR OF THE OPC along with the following attachments:
- Declaration by first director in Form INC-9 is mandatory to attach in case of a new company.
- Declaration of the appointee Director, in Form DIR-2;
- Interest in other entities of director it is mandatory to attach in case number of entities entered is more than one. Only a declaration can be filed that interest of directors is taken on record by company.
- Optional attachment(s), if any.