Reserving the Company Name is a critical step in the incorporation process

Process:

RUN Service (Reserve Unique Name): File an application in Form SPICe+ Part A for the reservation of the name.

Options: You can propose a maximum of two names at a time.

Guidelines: The name should be unique and not similar to any existing companies or trademarks.

Reservation Validity: The name reserved for the company is valid for a period of 20 days starting from the date it receives approval.

Description: The Second step is to obtain a Digital Signature Certificate (DSC) for the proposed Directors of the company. DSC is necessary for electronically signing the e-forms of company incorporation.

Process: DSC can be obtained from government-recognized certifying agencies. The applicant needs to provide a self-attested copy of their identity and address proof.

Validity: DSCs are typically valid for one to three years and can be renewed.

Following the successful reservation of the company name and acquisition of DSCs, the actual incorporation process begins. This procedure is detailed and requires careful attention to ensure compliance with all regulatory requirements.

Preparation or Drafting of Initial Documents

The foundation of a smooth incorporation process begins with the preparation of crucial documents:

DIR-2 (Consent to Act as Director): A formal declaration by individuals agreeing to serve as directors, outlining their consent and commitment to undertake the roles and responsibilities.

Specimen Signature Card: Used for the Registrar of Companies (RoC) to verify the signatures of the company’s proposed signatories.

Drafting Memorandum of Association (MoA) and Articles of Association (AoA)

The initial documents set the stage for drafting the two most crucial documents for a Section 8 Company:

Memorandum of Association (MoA): Outlines the scope of operations, objectives, and the framework within which the company operates. It specifically includes the nonprofit objectives of the company, aiming to benefit society.

Articles of Association (AoA): Establishes the rules governing the internal management of the company. It details the conduct of its business and the rights and responsibilities of its members, aligned with the nonprofit nature of the organization.

Filling Out SPICe+ Part B

Under the new guidelines, the need to file Form INC-12 for obtaining a license has been eliminated. Instead, the application for a Section 8 Company license is integrated into the SPICe+ form, streamlining the process:

SPICe+ Form: This single, integrated form is used for the reservation of the name, incorporation, DIN application, and other necessary compliance registrations (like PAN, TAN). For a Section 8 Company, this form will also include sections pertaining to the application for a Section 8 License.

The form requires detailed information including:

• • • Company name
    • Registered office address
    • Capital structure
    • Director and subscriber details

Additionally, for Section 8 Companies, it requires the submission of:

• • • A brief about the company’s proposed charitable or not-for-profit objectives
    • Projected income and expenditure for the next three years to demonstrate the non-profit motive and ensure financial viability.

Filling out this form accurately is critical as it establishes the company’s legal identity and ensures compliance with the requirements for nonprofit entities.

Completing AGILE-PRO Form

Parallel to the SPICe+ Part B submission, the incorporation process also involves completing the AGILE-PRO form. This form ensures that the company is registered for:

• • • Goods and Services Tax Identification Number (GSTIN)
    • Employees’ State Insurance Corporation (ESIC)
    • Employees’ Provident Fund Organisation (EPFO)
    • Professional Tax (PT)
    • Opening of a bank account

This step ensures that the company complies with various statutory requirements from the outset.

INC-9 Auto-Generation

The final step in the documentation process before submission is:

INC-9: Automatically generated based on the details provided in SPICe+ Part B, this form is a declaration by the subscribers and first directors, confirming their consent and details as submitted in the incorporation application.

Upon the successful submission of the forms and verification by the RoC, the company is issued a Certificate of Incorporation.

Certificate of Incorporation:

This is a crucial document, serving as proof that the company has been legally constituted and includes the Company Identification Number (CIN) along with the PAN and TAN issued to the company.