Incorporation of company (Section 7):
Rule 12 – Application for incorporation of companies:
An application have to be filed with the registrar whose jurisdiction the registered office of the company is proposed to be situated in Form.No.INC.2 for one person company and in Form.No.INC.7 for other than one person company along with the fee as prescribed in the rules.
Rule 13 – Signing of memorandum and articles:
The memorandum and the articles of association of the company need to be signed by each subscriber to the memorandum who shall add his name, description, address and occupation, if any, in the presence of at least one witness who can attest the signature and likewise sign and add his name, address, description and occupation.
The witness shall state as that with his presence, the subscriber have been subscribed and signed and also he verifies the details of the subscriber which has been filled in.
Such person can read and explain the contents of the memorandum and articles of association to the respective subscriber and make an endorsement on memorandum and articles of association in case the subscriber is an illiterate.
If a subscriber to the memorandum is a body corporate, the articles and memorandum of association shall be signed by a partner of the limited liability partnership, which is duly authorized by a resolution approved by all the partners of the LLP.
A person who is authorized shall not at the same time be a subscriber to the articles and memorandum of association.
If a foreign subscriber to the memorandum is a foreign national who resides outside India:
- In a country, his signatures and address on the MoA and AoA and proof of identity shall be notarised by a notary in that part of the commonwealth.
- In a country , a party to the Hague Apostille Convention, his address and signatures on the articles and memorandum of association and proof of identity shall be notarised before the notary of the country of his origin and duly apostillised in accordance with the said Hague convention.
- A country which is outside the common wealth and not a party to the Hague convention, his address and the signatures on the memorandum and articles of association and proof of identity may be notarized before the notary public of such country and the certificate of the notary public shall be authenticated by a consular or a diplomatic officer empowered in this behalf under the section 3 of the consular officers, where there is no such officers by any of the officials mentioned in section 6 of the commissioners of oaths act or in any act amending the same;
- If someone who visited India and intended to incorporate a business in India, then the incorporation can be allowed if he/she is having a business visa.
- If suppose, the person is of Indian origin or overseas citizens of India, requirement of business visa would not be applicable.
Rule 14 – Declarations by professionals – incorporation
In Form.No.INC.8, the declaration by the chartered accountant or cost accountant or company secretary or an advocate can be obtained for the purposed of clause (b) of sub-section (1) of section 7.
Rule 15 – Affidavit from the first director and subscribers:
The affidavit can be submitted by each of the respective subscribers to the memorandum and each of the first director names in the articles in the Form.No.INC.9 for the purposes of clause (C) of sub-section (1) of section 7.
Rule 16 – Particulars of every subscriber have to be filed via e-filing:
- Name (surname or family name can be included);
- Recent passport sized photograph have to be affixed and scan with AoA and MoA;
- Father’s/Mother’s name;
- Birth place (district and state);
- Date of birth;
- Educational qualification;
- Permanent residential address;
- Income tax permanent account number;
- Phone number and e-mail id of the subscriber;
- Proof of identity;
- For Indian nationals:
- Voter’s identity card;
- PAN card, a mandatory one;
- Driving license copy;
- Copy of the passport;
- Unique Identification Number (UIN);
- For non-resident Indians and foreign nationals:
- Residential proof such as electricity bill, bank statement, telephone or mobile bills. It is to be noted that these proofs should not be older than 2 months;
- Proof of nationality in case the subscriber is a foreign national;
- If the subscriber is already a director or a promoter of the company, the particulars relating to the name of the company, corporate identity number have to be furnished;
- The specimen signature and the latest photograph must be duly verified by the banker or notary that shall be in the prescribed Form.No.INC.10.
- For Indian nationals:
If the subscriber to the memorandum is a body corporate, the following particulars need to be furnished:
- Registration number of the body corporate or corporate identity number of the company, if any;
- Global Location Number, if any;
- The body corporate name;
- Address of the registered office or the principal place of business;
- E-mail id;
- If the body corporate is a company, a board resolution which should be a certified true copy specifying inter alia the authorisation to subscribe to the MoA of the proposed company and also to make the investment in the proposed company, the shares which is to be subscribed by the body corporate, address name and designation of a person who is authorised to subscribe to the memorandum
- If the body corporate is an LLP or a partnership firm, a certified true copy of the resolution which has to be agreed by all the partners specifying inter alia the authorization to subscribe to the MoA of the proposed company and to make the investment in the proposed company, the number of shares which is to be subscribed in the body corporate and the name of the partners who are authorized to subscribe to the memorandum;
- Person who subscribe for body corporate need to specify the above mentioned particulars in terms of clause (e ) of sub-section (1) of section 7;
- In case of foreign bodies corporate, the details relates to the incorporation certificate of the body corporate and the registered office address need to be furnished;
Particulars of first directors of the company and the consent to act as such in rule 17:
The particulars of each person who are mentioned in the articles as first director of the company and his interest towards other firms or body corporate along with his consent to act as a director of the company have to be filed in Form. No.DIR.2 along with the fee as provided in the companies act. The certificate of incorporation will be issued from the registrar after the subsequent process.
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