In order to Incorporate the Company as per Section 3 of the Companies Act,2013 describes the modes of formation of the company, As per the provision of section 3 of the companies,2013 states that the company may be formed for the lawful purpose
Companies may be classified into various types in respect to the modes of Incorporation of the company. In order to Incorporate the Company as per Section 3 of the Companies Act,2013 describes the modes of formation of the company, As per the provision of section 3 of the companies,2013 states that the company may be formed for the lawful purpose through:
- 7 or more persons when it is to be formed as a Public Company.
- 2 or more persons when it is to be formed as a Private Company.
- 1 person when it is to be formed as a One Person Company.
Through subscribing their names on memorandum with respect to the requirement of registration.
There are three types of company based on the types of liability of the members of the company
- Company Limited by Shares
Under this type of company, the liability of the members of the company is limited to the face value of the shares.The Company limited by shares end with name Ltd or Pvt Ltd which determine whether its a public or private company it is being limited by shares value.
- Company Limited by Guarantee
Under this type of company, the liability of the company is being guaranteed by the members of the company not shareholders at the time of winding up of the company. If the winding-up procedure of the company occurs and the company does not have sufficient assets then its the liability of the members of the company to contribute to the amount.
- Unlimited Company
Under this type of company, the liability is being Unlimited. In the situation of Liquidation of the Company, the members are liable to pay from the personal assets to the company if there is not enough sufficient assets of the company.
Incorporation of the company through SPICE+
As per Section 7 of the Companies Act,2013 discussed the procedure of Incorporating of the Company. Ministry of Corporate Affairs Introduces the new electronically form name as FORM INC 32 to enable the incorporation of the Company in a simplified way by providing various Multiple services. Prior to FORM INC 32 Incorporation the company there was a requirement of Filing various forms to ROC ( Registrar of Company) i.e.
- INC 1 (Application of the reservation of name of the company),
- INC 7 (Incorporation of the new company other than OPC),
- INC 8 (Declaration by Professionals),
- INC 10 ( Form for verification of the signature of subscribers of the company).
Into simple and one e form known as SPICE+ in Form INC 32.
With the effect from February 23, 2020, the Ministry of Corporate Affairs deployed this new web form called SPICE+ (INC 32). Under this form, it has been divided into two parts: SPICE+ Part A submitted Individually only for Name reservation and SPICE+ Part B submitted for both Name reservation and Incorporation.
The procedure of Incorporation of Company through SPICE+
Name Approval under form SPICE+ Part A
There should be a proposal of a name for approval in the form SPICE+ Part A filing to CRC(Central Registrar Centre). Approved Name is valid from 20 days from the date of approval.
Required Documents for Incorporation of Company in Form SPICE+ Part B
- Form DIR-2 is required for consent to act as Director for the company with Copy of Identity Proof and residential address.
- There has been a requirement to furnish the location of the Registered of the Company.
- In case the subscribers or Directors do not have a DIN they need to apply for a DIN under this form by providing relevant documents required. Also should possess Digital Signature.
If the Proposed Company is OPC (One Person Company) , It is Mandatory to attach Consent of Nominee and his/her Identity Proof and residential Address.
If the Proposed Company is a Charitable Company as per Section 8 of the Company Act,2013 it is mandatory to attach:
- Declaration in Form No. INC-14
- Declaration in Form No. INC-15
- Memorandum of Association (MOA)
- Articles of Association (AOA)
PREPARATION OF (SPICE+ MOA) AND (SPICE+ AOA)
The Promoter or Applicant shall prepare MOA in form INC 33 & AOA in Form INC 34 in accordance with the provision of Rule 13 for Preparation of MOA & AOA.
The application for incorporation of a company under rule 38 shall be submitted with e-form AGILE — PRO (INC-35) which includes an application for the registration of the following numbers
- Goods and Service Tax Identification Number(GSTIN) (Optional)
- Employees’ State Insurance Corporation (ESIC) (Mandatory)
- Employees’ Provident Fund Organisation (EPFO) (Mandatory)
- Opening of Bank Account of Company (Mandatory)
The Filing of the Form INC 32 ( SPICE+) should be filed to the registrar of the company at the jurisdiction of which the company registered office is situated. If there has been any mistake or defect in the filing of INC 32 then the ROC may give the applicant the duration of 15 days to rectify its mistake.
Certificate of Incorporation
After the completion of each and every process, the registrar of the company provides the applicant with the Certification of Incorporation in Form INC 11.