Incorporation of a company is a process of registering a company or incorporating a business followed by a series of legal steps carried out to obtain a separate legal entity. A company comes into existence only after its registration with the Registrar of Companies (ROC) which is a office under the Indian Ministry of Corporate Affairs (MCA) appointed under Section 609 of Companies Act. After all the legal documents are filed the ROC issues a Certificate of Incorporation. A group of seven or more people form Public Company and one or two people form a Private Company.
The following steps are taken for the Incorporation process in India:
- Application approval for the title of the company
The first process of incorporation of company is to choose a appropriate name which should reflect the nature of the company and the availability of the name. the name of the company should end with ‘Limited’ in case of a Public company and with ‘Private Limited’ in case of Private company. The company name shouldn’t be prohibited and not offend any individual of that matter. The Registrar is expected to approve the name within 14 days of the receipt of application and the proposed name should be registered within 3months failing to which the promoter has to apply again.
- Preparation of Memorandum of Association
It is the constitution of company which describes the scope and object of the company and its relation worldwide. The memorandum is to be signed by at least seven people in case of Public Company and by at least two people in case of a Private Company. The stamping of the memorandum is a must.
- Preparation of Articles of Association
Beside the memorandum the promoter has to provide the article of Association which will reflect the rules and regulations relating to the internal management of the company.
- Other Miscellaneous Documents Requirements
(i) The consent of directors is acquired first and filed with the Registrar of Companies.
(ii) The promoters should execute a Power of Attorney in favour of one of them or an advocate who is to carry out the formalities required for registration.
(iii) Copies of preliminary agreements, memorandum and Articles of Association must also be prepared and filed at the time of registration.
(iv) The company is required to have a registered office and its information is filed with the Registrar within 30 days of its registration or from the date of commencement of business, whichever is earlier.
(v) Where the company names first directors in its Articles, their particulars are to be submitted with the Registrar within 30 days of its registration or appointment of such directors.
(vi) A statutory declaration that all legal requirements for registration have been complied with is also filed with the Registrar at the time of registration. The declaration must be signed by an advocate of Supreme Court or High Court, or an attorney or pleader of High Court or a practising Chartered Accountant
- Payment of fees
At the time of registration, prescribed registration fees and filing fee for each document filed for registration are to be paid at the Registrar’s office. The fee to be paid, varies with the amount of nominal Capital in case of companies with share capital or according to the number of members in case of companies without share capital.
- Certificate of Incorporation
When all the required documents are filed with the Registrar along with the requisite fees, a scrutiny is made. When all documents are found in order, the Registrar will enter the name of the company in the Register of Companies and issues a Certificate of Incorporation. The date mentioned in the certificate is the date of incorporation of the company. After the incorporation, the company becomes a separate legal entity with perpetual succession. The certificate of incorporation is a conclusive proof of the existence of the company. Once a certificate of incorporation is issued, the company comes into existence from the date mentioned on it