As we discussed earlier here, Section 7 of the Companies Act, 2013 deals with incorporation of a company other than a charitable or non – profit company. In this post we will discuss incorporation of one person company.
Rule 12 of the Companies (Incorporation) Rules 2014 deals with application for Incorporation of companies. An application shall be filed, with the Registrar within whose jurisdiction the registered office of the company is proposed to be situated, in Form No INC – 2 for One Person Company. This form shall be filed along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 for registration of a company.
This is prudent to keep ready a copy of Form INC – 1, which was filed for reservation of name, along with all documents attached therewith before filing of this Form INC – 2.
I have discussed in an earlier post that company should decide its registered office before incorporation documentation. At the time of incorporation, a one person company may submit address of its “Registered Office” in Form INC – 2
This is surely a time taking exercise and in case of any possible overlook, we must have a ready address as “Address for Correspondence” until company get a “Registered Office” space and file a relevant Form INC – 22. I see no problem where residence address of promoter will be an “Address for Correspondence” however relevant municipal legislation may vary from place to place. Alternatively, some professionals may offer their premises as “Address for Correspondence” for their client companies for some extra money.
I am not sure, what is urgent need for a physical “Address for Correspondence” there, while communication is increasingly become electronic. However, there may be an option to have an “Address for Correspondence” for companies which are still not e – literate.
Where one person company submit address of Registered Office; it shall submit ownership detail or lease details and documents. Details of police station under whose jurisdiction the registered office is situated shall also be given in the form. Particulars and copies of utility bills for the registered office shall also be furnished. List of name and corporate identity numbers of all companies having the same registered office address shall also be attached. Company shall also attach the permission to use the premise as registered office from the owner where it is not taken on lease by the company.
Capital structure of the company is one of the most important details required to be submitted. Authorised capital of the company is a maximum limit for a company up to which a company may issue its share capital. This may be divided into equity share and preference shares. The company shall also disclose its capital subscribed on the date of filing of this form, again divided into equity and preference shares.
Every company shall also disclose main division of industrial activity.
The company shall also furnish particular of its promoter. In case, he/she is sole director of the company, relevant option shall be ticked. In case promoter is a director or promoter of some other companies, details of each company shall also be furnished. Proof of identity of member is also required. The company may attach a copy of PAN card of the member. An Affidavit in Form INC – 9 from the sole member (subscriber) to the memorandum and first director of the One Person Company shall be attached with this Form INC – 2. Consent of Directors shall also be attached.
Particular of the nominee shell also be furnished. Even though, it is not required for a nominee to have a Director Identification Number, Permanent Account Number is a compulsory requirement. A copy of PAN card shall attached as identity proof of the nominee. Consent of the nominee given in Form INC – 3 shall also be attached with this Form INC – 2.
Copies of Memorandum and Article of Association of the company shall be attached with this Form. The particulars for Entrenchment of Articles of the company shall also be given.
In the present system, stamp duty on Form of Incorporation, Memorandum of Association and Article of Association may be paid electronically.
Following document shall be submitted along with this Form:
1. Memorandum of Association
2. Articles of Association
3. Proof of identity of the member and the nominee
4. Residential proof of the member and the nominee
5. Copy of PAN card of member and nominee
6. Consent of Nominee in form INC.3
7. Affidavit from the subscriber and first Director to the memorandum in Form No. INC.9
8. List of all the companies (specifying their CIN) having the same registered office address, if any;
9. Specimen Signature in Form INC.10
10. Entrenched Articles of Association
11. Proof of Registered Office address (Conveyance/ Lease deed/Rent Agreement etc. along with rent receipts)
12. Copies of the utility bills as mentioned above (not older than two months)
13. Proof that the Company is permitted to use the address as the registered office of the Company if the same is owned by any other entity/Person (not taken on lease by company)
14. Consent from Director
15. Optional Attachment, if any
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