To register a new Indian company, we generally require to file separate forms like INC-1 (Application for reservation of name), INC-2 (OPC- Application for Incorporation) or INC-7 (Other than OPC- Application for Incorporation of Company), DIR-12 (Particulars of appointment of Directors and the key managerial personnel) and INC-22 (Notice of situation or change of situation of registered office) etc.
But now you all are required to file only a single form to start your new business in India. That means by filing only one from you may incorporate a new Indian Company. In other words, there is no need to file above mentioned at least 5 separate forms viz. INC-1, INC-2, INC-7, DIR-12 and INC-22 for registering a new company.
This is because, the Ministry of Corporate Affairs (MCA) releases new Integrated Companies Incorporation Form named eForm INC-29 w.e.f. 1st May 2015 i.e. on the occasion of Labour Day. This new form has been introduced in pursuance of sections 4,7,12,152 and 153 of the Companies Act, 2013 read with rules made thereunder and is also made available for filing with effect from 01/05/2015 itself.
Accordingly, you may now register a new One Person Company (OPC), private company, public company and Producer Company by filing a single Form No. INC-29 with the Registrar within whose jurisdiction the registered office of the company is proposed to be situated. Note that the eForm INC-29 will be processed in Non-STP mode.
Note that it is not mandatory to file INC-29 for incorporation of any company in India. That means the facility to file Integrated Application for Incorporation in Form No. INC-29 is available as an option to the process for separate applications for allotment of Director Identification Number, reservation of name and Incorporation of a company.
In accordance with Rule 36 of the Companies (Incorporation) Amendment Rules, 2015 read with instruction kit for eForm INC-29:
Integrated Process for Incorporation: From Friday, 1 May, 2015, the integrated process shall apply for incorporation of a company.
Integrated Incorporation Form: Only a single Integrated Application Form No. INC-29 will be required for the following purposes:
a) Application for allotment of Director Identification Number (DIN);
b) Incorporation of company; and
c) Appointment of Directors of the proposed company.
Type of Company: There are four type of companies viz. One Person Company, private company, public company and Producer Company which you may register by filing only one INC-29 eForm.
Applicable Fee: You have to pay ₹2,000 as fee for Integrated Incorporation Form in addition to the registration fee for Memorandum of Association (MOA) and Articles of Association (AOA) as specified in Companies (Registration of Offices and Fees) Rules, 2014.
Minimum and Maximum DIN and Directors: Total number of directors (including both ‘having’ and ‘not having’ DIN) should be minimum 1 in case of OPC, 2 in case of private company (other than producer company) or 3 in case of public company or 5 in case of producer private company.
However, the particulars of maximum of 3 directors not having Director Identification Number shall be allowed to be filled in INC-29. Whereas total number of directors (including both ‘having’ and ‘not having’ DIN) cannot be more than 20 in number.
Beware of punishment with imprisonment upto 6 months or with fine upto ₹50,000 under section 159 read with section 155 of the Companies Act, 2013 for duplicity of DINs issue.
Preparation of MOA and AOA: You may prepare, sign and witness MOA (INC-30) and AOA (INC-31) and attach the same to e-form INC-29 in accordance with the provisions of Rule 13 of the Companies (Incorporation) Amendment Rules, 2015.
Requirement of INC-28: There is no need to file e-form INC-28 (Notice of Order of the Court or any other competent authority) if the proposed company maintains its registered office at the given correspondence address.
After successful registration on the basis of documents and information filed, the Certificate of Incorporation shall be issued by the Registrar in the prescribed form (Form No. INC-11) in pursuant to section 7(2) of the Companies Act, 2013 to the effect that the proposed company is incorporated under this Act.
Form No. INC-11
Certificate of Incorporation
[Pursuant to sub- section (2) of section 7 of the Companies Act, 2013 and rule 18 and sub-rule (13) of rule 36 of the Companies (Incorporation) Rules, 2014]
I hereby certify that ……………. (Name of the company) is incorporated on this ………… day of ……………. two thousand ……………. under the Companies Act, 2013 and that the company is limited by shares /limited by guarantee/ unlimited company.
The CIN of the company is ……………. given under my hand at ……………. This ……………. day of ……………. two thousand ……………. .
SEAL ……………. .
Registrar of Companies
…………….…………….
(State)