The benchmark for Ease of Doing Business in a country is often determined by the efficacy of commencing a business in that country. Owing to India’s aim to rise high up in the ranks of the “Ease of Doing Business Index” maintained by the World Bank, the Ministry of Corporate Affairs introduced Form INC-29 to fast-track the registration of companies in India. Form INC-29 was introduced in May 2015 with the aim of reducing the number of necessary steps required and the time taken to incorporate a company in India. The integrated Form INC-29 has eliminated the requirement of filing multiple forms to incorporate a company and has reduced the application approval time as well as the cost of the incorporation process.
Form INC-29 is a web form that has integrated the process to perform many tasks associated with a company’s incorporation. The Form is submitted with necessary documents, which shall include the memorandum of association and articles of association of the company, details of the subscribers and directors of the company, among other things. A single Form INC -29 can be used to perform the below-mentioned tasks:
- Obtaining the director identification number or DIN for up to three directors.
- Approval of the proposed name of the company.
- Filling out the application for incorporation of the company.
- Application to obtain Permanent Account Number or PAN for the company.
- Application to obtain Tax Deduction Account Number or TAN for the company.
Applicability of Form INC-29
Form INC-29 is applicable for the registration of a private limited company, one-person company or OPC, producer company, or public limited company. However, a Section 8 Company, as per the Companies Act of 2013, cannot be registered using the integrated Form INC-29.
Documents Required to File Form INC-29
There are certain essential documents which are required to be filed along with Form INC-29 after they have been duly signed and approved by the shareholders and directors of the company. The below-mentioned documents and information are required to be submitted along with Form INC-29:
- The memorandum of association of a company
- The articles of association of the company
- Any authentic document in support of the proposed company name which shall be submitted for approval.
- The interest of the first directors in any other entities
- The resolution passed by the promoter company
- consent of the nominee
- Declarations furnished by or on behalf of the shareholders or the directors and a practising professional like a CA or CS of the company that all requirements pertaining to incorporations have been complied with. Declarations are in built-in Form INC-29. There is no need to add any separate attachments to the Form.
- Affidavits furnished by the subscribers of the memorandum of the company and the first directors that such person has not been convicted of any offence in relation to the formation, promotion and management of the company, such person is not guilty of any breach of duty, or fraud practised upon any company in the last five years, and every document submitted with the registrar contains accurate, true and complete information which is so to the best of such person’s knowledge and belief.
- Proof of ownership, like a sale deed of the property of the company or a lease deed where the property is rented.
- Copy of utility bills which must not be older than two months.
- Documents providing details as to where the registered office of the company is or would be situated and the address proof of such office. If there is no registered office of the company, then an address for correspondence until such registration is completed.
- Information pertaining to the directors of the company and a proof of identity of the directors.
- Information pertaining to the subscribers of the company and a proof of identity of the subscribers.
- Address proof of the directors and all the subscribers of the company.
- Copy of the PAN card all the directors and all the subscribers of the company.
- Any other essential document based on the type of the company.
The Process to File Form INC-29
The following procedure shall be followed by applicants seeking to incorporate their company by filling out Form INC- 29;
- Step 1: Obtain A Digital Signature Certificate.
The very first step involved in filing any form on the MCA website is to obtain a digital signature certificate or DSC for the directors or the authorized signatories of the company. It is imperative to get the Class III DSC for the proposed directors of the company. DSCs shall be granted by a licensed certifying authority.
The digital signature certificate shall be obtained by submitting Class III Application for DSC along with address proof for Indian residents and a self-attested copy of the PAN card. Foreign nationals and NRIs living in a non-Commonwealth country shall be required to get their documents notarized, while those residing in a Commonwealth country shall get them apostilled.
It shall be sufficient for one of the directors or subscribers to obtain a DSC.
- Step:2 Check The Availability Of The Proposed Name Of The Company
The next step involves choosing the proposed name, which must be selected carefully and in accordance with the norms for naming a company as provided under the Companies Act of 2013. While deciding upon a name for the company, the applicant must keep in mind the below mentioned:
- The applicant must make sure that the proposed name is in accordance with the given format according to the guidelines of the Companies Act of 2013.
- The proposed name must not be similar to the name of an existing company or an LLP.
- The proposed name should not be an “undesirable name” as provided under Rule 8A of the Companies Incorporation Rules of 2014. A name shall be undesirable, inter alia, if it contains words which are offensive to a specific section of society, if it infringes the trademark of another person or is a prohibited name under any statute or if the name shows a connection to a foreign embassy or consulate or the proposal name is just the name of the city, state, country or continent or when the proposed name has “State” but it is not a government company or when the proposed name includes or implies an association or connection with a national hero or a person occupying a vital position in the Government of India or the proposed name is identical to a company which has been dissolved under the liquidation process, and the liquidation was conducted two years ago, or the proposed name of the company is identical to that of an LLP which has been struck off since five years or is similar to an LLP in liquidation or if the proposed name of the company contains the words ” British India.”
- The applicant shall also confirm if any of the subscribers to the memorandum of association of the company are alternatively carrying a business as a partnership or proprietorship in the same name.
- The applicant must check that the proposed name requires an approval from the government or a regulator like the RBI or SEBI.
There are certain documents which are required to be filed if at all the name resembles the trademark or the name of an existing entity. The documents are mentioned below:
- Copy of the board resolution as proof of no objection and using the name of an existing company.
- Copy of any direction from the Central Government if the name is being changed due to direction which has been received from the central government.
- If the proposed company name resembles or is based on the trademark of an existing entity, an authorization to use the trademark or copier application assignment of the trademark.
- Proof of relation
- No objection certificate from the partners or the sole proprietor of an entity with an identical or similar name.
- No objection certificate from the existing company.
- Step:3 Drafting And Signing The Memorandum Of Association And The Articles Of Association Of The Proposed Company
The name of the company has been approved by the registrar; the applicant is required to provide further details pertaining to the proposed company to the MCA. This shall be done by drafting and submitting the memorandum of association and the articles of association after due attestation.
The memorandum of association and articles of association of the company must be in conformity with the provisions of the Companies Act of 2013 as is provided under Section 4 and Section 5.
The company’s memorandum of association and the articles of association must be signed digitally by every person who is subscribed to the memorandum of the company, along with the name, occupation, and address of such person.
- Attach Essential Documents With Form INC-29
The next step involves attaching essential documents as mentioned above after they have been duly prepared and signed by the directors or subscribers of the company.
- Filing Form INC- 29
Directors or subscribers of a company who do not possess a Director Identification Number or DIN, then the DIN for such directors shall be applied for under Form INC- 29. The following information and submitting the requisite documents as mentioned below:
- Information pertaining director or subscriber, occupation and education of such person.
- If the director is an Indian citizen, then the PAN of such director
- Contact details, email ID and address of the director
- Identity proof of the director like the Aadhaar card, voter ID, PAN card
- Address proof of the director like an Aadhaar card, utility bills or bank statements
- Scanned copy of the passport-size photograph of the director
If the proposed directors or subscribers already have their director identification number or DIN, then the same shall be entered in the appropriate field.
The Form must be filed accurately and carefully along with the applicable stamp duty. The stamp duty shall be determined by the authorized share capital of the company and also the state in which the company is being registered.
- Verification Of The Application By The Registrar Of Companies
Once the Form has been duly filled, attested and submitted along with the requisite documents, the application and the documents shall be verified by the registrar of companies or the ROC. If the ROC finds any errors or shortcomings in the application or documents, the applicant shall be notified of the same and shall also be granted an opportunity to rectify the mistakes or deficiencies.
- Issuance Of Certificate Of Incorporation
If the registrar is satisfied with the sufficiency of the documents and the application submitted by the applicant, then the former shall grant a certificate of incorporation to the applicant’s company within 7 to 8 days. A digital certificate shall be mailed to the directors of the company.
The process of incorporation of a company can often be a daunting task as it involves adhering to multiple compliances and submitting application forms and documents as per the norms of the Ministry of Corporate Affairs. To advance ease of doing Business in India, the Ministry of Corporate Affairs introduced Form INC-29 integrated Form to file for incorporation of a company. This revolutionized and revamped the process of incorporation of a company as it reduced the number of forms which were earlier required to be filed and also minimized the time it took to approve the application. The integrated Form has streamlined the incorporation process as now Form INC-29 can be filed to carry out five tasks like obtaining DIN for three directors, approval of the proposed name of the company, filling out the application for incorporation of the company, application to get PAN for the company, application to obtain TAN for the company. This is in line with India’s view to rise up on the Ease of Doing Business Index maintained by the World Bank.
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