1. Ensure that all the proposed directors have obtained a Director Identification Number (DIN) and at least one of them hold a valid Digital Signature Certificate to submit e-forms. (Refer to Chapter on Directors for procedure regarding obtaining DIN and Digital Signatures)

2. Where a professional is engaged to file application for incorporation of company and the statutory declaration in e-Form 1, under section 33(2), he should have a valid Digital Signature Certificate (DSC).

3. Further, the professional engaged to certify e-Form 18 and 32 should also have valid DSC.

1. Select names (minimum one and maximum six) in descending order of preference.

2. Consider following guidelines for name availability :

3. Make an application duly signed digitally, by the authorised signatory and send it through MCA portal to the Registrar of Companies of the State or Union Territory where registered office of the company will be situated in e-Form 1A [vide rule 4A of the Companies (Central Government's) General Rules and Forms, 1956] along with a fee of Rs. 500 to ascertain availability of name.

4. On submission of e-Form 1A, the system generates Service Request Number (SRN/Challan No.) which shall be used in making payment of fee of Rs. 500 to the RoC and for tracking the status of application.

5. The Registrar, shall then confirm the availability of one of the name.

6. When the RoC approves the name, the same shall be available for incorporation of proposed company within a period of 60 days. The availability of the name approved can be extended for further period of 30 days, by the Registrar, on request. If company is not incorporated within 60 days or 90 days, as the case may be from the date of approval of name by RoC, the approval shall stand lapsed.

7. Where name is not available, select fresh name and apply again to RoC with requisite application fees.

1. Make carefully the drafts of the Memorandum of Association and Articles of Association. Note following points in this regard :

For elaborate discussion, refer to separate chapters entitled-Memorandum of Association and Articles of Association.

2. The proposed public company should have a minimum paid up capital of Rs. 5 lakhs or such higher amount as may be prescribed to be the minimum paid up capital for a public company. [Section 3(1)(iv)(b)]

3. The Articles of Association of a company should be drawn after considering the standard listing agreement. The listing agreement which the company is required to enter into with one or more Stock Exchange(s) for getting its securities listed prescribes some stipulations to be incorporated in Articles of Association which have been mentioned in the Act.

4. Both Memorandum and Articles of Association will be accepted and taken on record by all RoCs, even though the same may computer printed.

5. It is advisable, in order to avoid more and more time consumption and corrections, to take proper guidance from RoC before finally printing the Memorandum and Articles of Association.

6. Stamps of requisite value should be affixed on the Memorandum of Association and Articles of Association as per the related Stamp Act.

7. Both the Memorandum of Association and Articles of Association should be got digitally signed by at least by seven subscribers. These shall be signed by each subscriber to the Memorandum of Association (who shall add his address, description and occupation, if any.

8. The names of subscribers should tally with the list of promoters/first directors stated in e-Form 1A. In case of any change in the names amongst the subscribers, a fresh e-Form 1A should be filed and the Registrar of companies may allow the same name (if otherwise available) after 60 or 90 days from the date from which the name was allowed to the original promoters.

9. If the change involves deletion of a subscriber it is sufficient if a 'No objection Letter' is obtained from the deleted subscriber and filed with RoC.

10. When it is not possible for a company to obtain signatures of the subscribers to the memorandum and articles of association of the company, the company and any documents thereto, the same may be signed on the subscriber's behalf by an agent duly authorised by that subscriber, through Power of Attorney to do so. [Circular No. 128/HCC/64, dt. 27-7-1964]

11. It has to be ensured that all the proposed directors have obtained a Directors Identification Number (DIN) and at least one of them possesses a Valid Digital Signature Certificate (VDC), required to submit e-Forms. Where a professional is engaged to file application for incorporation of a company then for statutory declaration in e-Form 1, the professional should also possess a Valid Digital Signature Certificate (DSC). Further, the professional engaged to certify e-Form 18, and e-Form 32 should also have valid DSC.

12. Where an executant of MOA is illiterate, he shall give thumb impression or mark which shall be described as such by the subscriber or person writing for him. [Letter No. 8/15/58/PR, dt. 13-9-1958]

13. There should be at least one witness who shall attest the signature(s) and shall likewise add his address, description and occupation, if any [Sections 15 and 30].

14. Date should be on both the aforesaid documents. The date imprinted on these documents must be preceded by the date of affixing stamps on these documents.

15. In case the subscriber to the memorandum is a company, the memorandum and articles should be signed by duly authorised agent.

1. Download from the portal, the forms required for filing, the forms are :

2. Get it filled in, digitally signed, prescrutinised and keep ready for uploading through MCA portal.

(a) The e-Form 1 can be filed with RoC through MCA portal www.mca.gov.in by a person named in the Articles of Association as a director manager or secretary of the company or an advocate or an attorney or pleader or Chartered Accountant or a Company Secretary (in whole time practice) duly authorised by the promoters.

(b) The e-Form 1 should be filed within 2 months of the date of name approval letter issued by RoC.

(c) The Service Request Number generated on filing e-Form 1A for approval of name has to be quoted on e-Form 1.

The declaration in e-Form 1 and the Memorandum of Association and Articles of Association required to be submitted to RoC office should be duly stamped in accordance with the stamp duty prevailing in the State in which the registered office of the company is proposed to be situated.

The following documents are to be attached with e-Form 1 :

Note that attachments are to be in PDF format. A physical document can be changed into electronic document through scanning. A soft copy may also be converted into PDF format and used as an attachment.

Prescribed filing fee should be paid for Memorandum and Articles of Association and e-Form 1. In addition, fee for registration of the company should also be paid according to the authorised capital of the company as per Schedule X of the Companies Act.

The authorised person (as discussed earlier) can file e-Form 32.

In case, the number of directors exceeds 3, an e-Form addendum should be used as e-Form 32 contains only 3 directors. Both the e-Form and e-Form addendum can be filed through MCA portal quoting Service Request Number (SRN).

The e-Form should be filed simultaneously with e-Form 1.

Though there is no mandatory requirement for any other attachment in respect of e-Form 18, but address proof may be given as optional attachment.

The e-Form should be digitally signed by an authorised person whose name is incorporated in the Articles of Association as Managing Director, director, or manager or secretary duly authorised by the promoters.

Filing fee is related to the authorised capital of the company as per Schedule X of the Companies Act, 1956.

The fee is payable either by online or offline method. The receipt in case of online payment and the challan in respect of offline payment shall be generated by the system only after all e-Forms are uploaded. A combined challan/receipt shall be generated for all e-Forms together.

1. The fee can be paid through one of the specified modes, viz., remittance in authorised banks, credit cards or through internet banking. In case of online payment, filing process shall be complete immediately.

2. When payment is tendered through authorised bank (Punjab National Bank, State Bank of India, Indian Bank, ICICI Bank and HDFC Bank), a pre-filled challan (GAR-7) containing SRN, date of challan, expiry date, name and designation of user by whom challan is tendered, name and address of the company, particulars of remittance, total amount and head of account shall be generated by the system. The challan should be used for making payment before the date of expiry mentioned therein and the transaction shall be completed by the concerned banks.

Note, if payment is not made by the date mentioned on the challan, the submission of form shall be treated as incomplete and message through e-mail will be received that form cannot be regarded as filed due to non-payment. Status of application and payment can be verified through MCA portal.

Subsequent to the filing of e-Forms, send immediately the original documents to the Registrar of Companies--

Unless the above documents are submitted to the RoC in physical form to the Registrar of Companies quoting Service Request Number, filing shall be treated as incomplete and legal action shall be taken.

1. The Registrar of Companies on receipt of fees alongwith documents and forms, will scrutinise the said documents and forms to satisfy himself about the proper compliance of all the requirements of registration.

2. The Registrar of Companies, if felt necessary, can intimate to the authorised person of proposed company to make necessary corrections in the documents and forms submitted with RoCs. On intimation, the said authorised person will make necessary corrections under his initials as required by RoCs.

3. The concerned RoCs will scrutinise the documents filed with him and if satisfied that all the requirements aforesaid have been complied with by the company and that it is authorised to be registered under this Act, he shall retain and register the memorandum and articles of association, if any, and the agreement referred to in section 33(1)(c), if any.

1. The concerned RoCs will then issue a certificate of incorporation.

2. The certificate of incorporation will bear Corporate Identity Number (CIN) which will be of 21-digit number. The CIN will provide for identification of company about the listing status, activity (industry), ownership, registered office, and year of incorporation of the company.

3. CIN has been designed to help easily identify the companies belonging to a State, industry, ownership, or age. There are 21 digits in CIN. The first letter denotes the listed or unlisted company. The first five digits represent economic activity of the company, the second two places represent State in which the company's registered office is situated; the next four digits places, indicate ownership code, and last six places in the CIN are unique number assigned to every company in any particular economic activity, in a particular State, of a particular year of incorporation and of particular ownership category far example :

4. The date which is imprinted on the certificate of incorporation will be the date on which the company has come into being as body corporate having separate legal status, perpetual succession and common seal.

5. To transact the following business, a Board meeting shall be held preferably within one month from the date of incorporation :

6. Section 149(7)(a) empower private limited companies to commence business and exercise borrowing power immediately after obtaining certificate of incorporation from the Registrar of Companies.

7. Where a private company is proposed to be incorporated as a subsidiary of a public company, the same will be treated as a public company. [Section 3(1)(iv)(c)]

Original Certificate of Incorporation after receipt from the Registrar of Companies should be kept under safe custody.

On incorporation of the company, publish the name of the company in the following manner :

A public limited company has also to obtain a certificate of commencement of business under section 149 to commence its business and exercise borrowing powers. Hence after the certificate of incorporation is obtained, a public company will proceed to obtain certificate of commencement of business so that it can commence its business. Refer to Chapter on procedures for obtaining a certificate to commence business.