ALL ABOUT INCORPORATION......................

1. PROMOTION, INCORPORATION
AND ADMINISTRATION OF A
COMPANY
PRESENTED BY:
CS ABHIJIT PUGLIA
+ 91 -9830657135
ABHIPUGLIA@GMAIL.COM

2. CONTENTS
FORMATION OF COMPANY
> Definition.
> Stages in formation.
DOCUMENTS OF COMPANIES
> Memorandum of Association (MoA)
> Article of Association (AoA)
> Prospectus of Association

3. What do you mean by Formation of a
Company?
A Company comes into existence when a group of
people come together with a view of forming an association
to exploit the business opportunities by bringing together;
men, material, money and management

4. STAGES OF FORMATION OF A COMPANY
 Promotion Stage
 Selection of Name
 Incorporation (Registration Stage).
 Raising the Share Capital Stage.

7. STAGES OF FORMATION OF A COMPANY
 Promotion Stage
 Selection of Name
 Incorporation (Registration Stage).
 Raising the Share Capital Stage.
STAGES OF FORMATION OF A COMPANY
To be identified for legal and business purpose (i.e. “Ltd” or
“Pvt Ltd” ). The name should not be similar to the existing.

9. 4. RAISING OF SHARE CAPITAL
Entering onto an agreement with underwriters.
Applying to the stock exchange for listing of shares.
Issue of prospectus inviting public to subscribe.
Allotting shares.

10. DOCUMENTS OF COMPANIES
 Memorandum of Association(MoA)
 Article of Association (AoA)
 Prospectus of Association

11. THE MEMORANDUM OF ASSOCIATION(MoA):
 The MoA is a document which contains the Fundamental
Rules regarding the constitution and activities of the
company.
 It is the charter of the company defines its
raison d’etre ( reason for existence).
 It lays down the area of operation of the company.
 It also regulates the External Affairs of the company.

12. CONTENT OF MoA :
 THE NAME CLAUSE.
 THE REGISTER OFFICE CLAUSE.
 THE OBJECT CLAUSE.
 THE CAPITAL CLAUSE.
 THE LIABILITY CLAUSE.
 THE ASSOCIATION CLAUSE.
NOTE : The MoA must be signed by at least seven
subscribers in the case of Public Company and
two in the case of Private company

13. ARTICLE OF ASSOCIATION(AOA):
 The AoA contains regulations regarding all matter
concerning the internal affairs of the company
 AoA should be printed, divided into paragraphs and
serially numbered.
 Alteration of AoA is done by passing a special
resolution.

14. PROSPECTUS :
Prospectus means any document described or issued as a
prospectus inviting deposits from public or inviting offer
from public for the subscription or purchase of any shares ,
or debentures of the company.
“CERTIFICATE OF LIEU OF PROSPECTUS” is
issued by a public company,
where the company doesn’t
invite public subscription.

15. CONTENT OF PROSPECTUS:
 Date of issue of prospectus.
 Name and register office of the company.
 Consent of Central Govt. for the present
issue/compliance with the with the SEBI guidelines.
 Voting rights ,dividend ,expenses on issue etc.
 Name of the stock exchange.
 Punishment for fictitious application.
 Refund of issue if 90% min. subscription not received.
 Names and addresses of leading managers.

16.  Issue of allotment letter or refund within 10 weeks with
interest.
 Date of opening and closing of issues.
 Credit rating from CRISIL (CREDIT RATING
INFORMATION SERVICES OF INDIA LIMITED)
 Terms of Underwriting & Risk Factors.
 Capital Structure of the company
 Terms and particulars of the issue.
 Restriction on transfer and transmission of
shares.

17. LOOK INTO A NEXT SLIDES……….

18. 1. Reservation of Company Name:
First, the applicants are required to apply for a name in Form No. INC-
1. The fee for seeking a name approval is Rs.1000/- as prescribed and 60
days are allowed for incorporating the company. The name should not be
undesirable i.e.; identical, resembling, restricted or prohibited.
2. Provision for Entrenchment:
Where the articles contain the provisions for entrenchment, the
company shall give notice to the Registrar of such provisions in Form No.
INC-2 for one person company (OPC) or Form No. INC-7, as the case may
be, along with the prescribed fee at the time of incorporation of the
company or in case of existing companies, the same shall be filed in Form
No. MGT-14 within thirty days from the date of entrenchment of the
articles, as the case may be, along with the fee as prescribed.
3. Drafting of Memorandum and Articles of Association:
The memorandum (MoA) should be drafted keeping in mind the
provisions of section 4 of The Companies Act, 2013 and objects should
not be contrary to those as per Form No. INC-1.
STEPS, DOCUMENTS AND INFORMATION
REQUIRED FOR INCORPORATION OF A COMPANY
UNDER THE COMPANIES ACT, 2013

19. 4. Application for Incorporation of Companies
After obtaining availability of name (see sample name approval certificate,
applicants should file Form No. INC-7 for other than OPC and in Form No. INC-2
(for OPC) with Jurisdictional Registrar of Companies (ROC) along with required
information in attachments and along with prescribed fee.
5. Documents to be filed for Incorporation
Section-7 prescribes the various documents and information to be filed with RoC for
registration of a new company as under:
(1) MoA and AoA duly signed and verified.
(2) Declaration by Professionals INC-08 .
(3) Declaration from Director, Manager or Secretary.
(4) Affidavit from each subscribers and first directors INC-09.
(5) The address for correspondence.
(6) Complete Details of Subscribers with proof of identity.
(7) Complete Details of first Directors with proof of identity.
(8) Particulars of interest of first directors in other firm/body corporate and NoC.
6. Particulars of first directors of the company and their consent to act as such
The particulars of first directors of the company and his interest in other firms or
bodies corporate along with his consent (Form DIR.2) to act as director of the
company shall be filed in Form No.DIR.12 along with the prescribed fee.

20. 7. Notice of Situation of Registered Office:
The particulars of the registered office of the
company should be filed in Form No. INC-22.
8. Payment of Fee:
While uploading various documents prescribed fee
can be paid online including stamp duty for MoA.
9.Certificate of incorporation:
After the RoC is satisfied that all documents and
information which is required has been filed in the
prescribed manner and along with prescribed fee,
the Certificate of Incorporation shall be issued by the
Registrar in Form No. INC-11

21. Object Clause
MAIN OBJECTS
Objects incidental or ancillary to the attainment of the main
objects.
OTHER OBJECTS.
Objects stated in the main objects are to be pursued by the
company immediately after incorporation or within reasonable
time thereafter.

22. MEMORANDUM OF
ASSOCIATION
ARTICLE OF ASSOCIATION
 It is a charter of a company
determining constitution and
activities of the company.
 It contains rules & regulations
regarding internal management of the
company.
 Every company must have a
memorandum.
 Public companies limited by shares
may or may not have articles.
 Alteration of Memorandum is
much difficult and strictly
regulated.
 Articles can be easily altered by a
special resolution.
 Prior permission is required.
 No need for permission(in some
cases)
 Defines the relationship between
company & outsiders.
 Defines the relationship between
management & shareholder.

23. Incorporation of Company under
Companies Act 2013 – Under SPICe
E Form :

24. Ministry of Corporate Affairs (‘MCA’) has come up with new
rules for Incorporation of Company with simplified
procedure.MCA has now issued a New E-form called SPICe
which is a simplified version of previous forms . Now
Incorporation of companies can be done through two ways :
Through
SPICe Form
1 Revised INC
7 (Normal
Procedure)
2

25. The Ministry of Corporate Affairs has taken another bold & appreciable
initiative by Simplified Proforma for Incorporating Company
Electronically (SPICe) e-Form with the specific objective of providing
speedy incorporation related services within stipulated time frames
Salient Features of SPICe- eform(INC-32)
•SPICe- e form (INC-32) can be filed even if INC-1 has already been filed
for application of “ Name of Company”
•SPICE has provided Digital filing for MOA and AOA through forms INC-
33 and INC-34 respectively.
•MOA can be copied from a pre-drafted file and AOA can be pre- drafted
against the clauses given in Form INC-34.
•Digital Signature of directors can be affixed with INC-34 and INC-35
electronically.
•INC-32 is a Simplified version of INC-29 with a addition of details
regarding MOA and AOA.
•Incorporation of Section -8 Companies.
•The filing fee for SPICe has also been reduced from Rs.2000 to Rs.500
and number of resubmissions from three to two.

26. Advantages of Filing SPICe- eform (INC-32)
•No Requirement to file Several Documents for Incorporation of
company.
• A simplified and completely electronic form for Company
Incorporation
•Standard format of e-Memorandum of Association as per Companies
Act, 2013
•Standard format of e-Articles of Association as per Companies Act,
2013
•Memorandum and Articles will now be filed as linked e-forms
(except for Section 8 companies)
•Provision to apply for Company Incorporation dvawith a
preapproved Company Name
•Mandatory DSCs of Subscribers and Witnesses (max 7+1) in SPICe
MOA and SPICe AOA
· A hassle free and time saving procedure for Incorporation of
Companies in India

27. Procedure for Incorporation of company using Spice-e form
In the Previous E-form INC-29 there was a restriction i.e. if Company filed
INC-1 for proposal of name then it was not possible for the Company to
file INC-29.Because INC-29 was not providing the way to file if company
already has got name approval by INC-1.
•But in INC-32 at point no. 5(a)(i) of INC-32 there is a option “SRN of INC-
1, If filed. (this should be same as mentioned in the linked form INC-32)
Then press Prefill button.
Then Name and State will be prefilled.
Give the correct details of the objects to be pursued by the
company.
Mention the required information (furtherance of object, Share
Capital, subscriber details, liability clause) in the form.

28. Revised INC-7 (For Company having more than seven subscribers)
· Companies have option to go by route of e-form INC-32 or earlier
route INC-1, INC-7, DIR-12 and INC-22.
· INC-2 is deprecated and INC-7 shall be used for incorporating Part I
Companies and companies with more than seven subscribers only.
· A revised INC-7 shall be made available on MCA portal w.e.f. 15th
January 2017 For Companies having more than seven subscribers or
foreign national subscribers not having a valid DIN
· Stakeholders who have already filed INC-2 or INC-7 prior to the
notification of this change would be able to resubmit previous versions
of these forms (if required), within a stipulated time period