Incorporation of a Company

Meaning. Incorporation (also called registration) is the legal act by which a company is formally brought into existence as a body corporate, separate from the persons who formed it. Under Section 7 of the Companies Act, 2013, this is done by registering the company with the Registrar of Companies (ROC) of the State in which its registered office is to be situated.

Documents and Steps in Incorporation. In present-day practice, incorporation is carried out almost entirely online through an integrated web form (SPICe+ — Simplified Proforma for Incorporating Company Electronically) that bundles together several approvals that used to be sought separately. The broad steps are:

1. Digital Signature Certificate (DSC) — obtained for the proposed first directors and subscribers, since every incorporation document is filed electronically and must be digitally signed.
2. Name approval — an application is made to the ROC for reservation of the proposed name; the name must not be identical or too similar to an existing company's name or a registered trademark, and must not be one the Act forbids.
3. Drafting and filing the Memorandum of Association and Articles of Association as linked electronic forms, along with:
   • a declaration by a professional (a practising Company Secretary, Chartered Accountant, Cost Accountant or advocate) that all the requirements of the Act relating to registration have been complied with;
   • an affidavit from each subscriber to the memorandum and each first director;
   • proof of the registered office address; and
   • identity and address proof, along with Director Identification Number (DIN)/PAN details, of the subscribers and first directors.
4. Scrutiny by the ROC of all the papers filed.
5. Issue of the Certificate of Incorporation, along with a unique Corporate Identity Number (CIN) — and, since incorporation forms today integrate the tax registrations as well, the company's Permanent Account Number (PAN) and Tax Deduction Account Number (TAN) are typically issued together with the certificate. …