INC – 2


One Person Company- Application for Incorporation

  • eForm INC-2 is required to be filed pursuant to section 3(1) and 7(1) of the Companies Act, 2013 and Rule 4, 10, 12 and 15 of the Companies (Incorporation) Rules, 2014
  • eForm INC-2 deals with incorporating One Person Company. This eForm is accompanied by supporting documents such as annexure containing details of directors/subscribers, the Memorandum of Association and Articles of Association and evidence of payment of stamp duty. Once the eForm is processed and found complete, a company is registered and CIN is allocated.
  • It is suggested that eForm DIR-12 should be filed together at the time of filing of eForm INC-2 if the member is not the sole director of the company.
  • In case the address for correspondence is not the address of the registered office of the Company, user is required to file INC-22 within 30 days of its incorporation.
  • Stamp duty on eForm INC-2, Memorandum of Association (MoA) and Articles of Association (AoA) can be paid electronically through the MCA portal.
  • User is required to scan the photograph of every subscriber with MOA and AOA.
  • Enter the approved SRN of eForm INC-1 filed for reservation of name.
  • The company can have its registered office from the date of incorporation or on and from the 15th day of its incorporation. Till the same is established and intimated to the RoC, company can have its correspondence address capable of receiving and acknowledging all communications and notices as may be addressed to it. Enter the details of registered office address of the company if the company is having its registered office from the date of its incorporation.
  • Enter the valid email id of the company.
  • Enter the details of the address of the police station under whose jurisdiction the registered office of the company is to be situated.
  • Enter the details of authorized and subscribed share capital break up in case of a company having share capital.
  • Based on the main objects of the company, please enter the main division of industrial activity as per National Industrial Classification (NIC)-2004
  • Enter the details of promoter.
  • Promoter to One Person company is always an Indian citizen and resident in India and promoter shall be eligible to incorporate only one OPC.
  • Every One Person Company is required to indicate the name of other person as nominee to the sole member in the memorandum and nominee for the subscriber should be an individual who is an Indian citizen and resident in India.
  • Where the Articles of Association of OPC contains provisions of entrenchment to the effect that specified provisions may be altered only if conditions or procedures as that are more restrictive than those applicable in case of a special resolution are complied with.
  • System shall automatically display the state or union territory for which stamp duty is to be paid and also amount of stamp duty to be paid on eForm INC-2, MoA and AoA based on the state wise stamp rules.
  • This eForm should be supported with a declaration given either by:
    • A person named in the articles is a subscriber and also a director. (This declaration is displayed to the user in case subscriber and director is the same person), Or
    • A person named in the articles as a director, manager or secretary of the company duly authorized by promoters. (This declaration is displayed to the user in case subscriber and director are not the same person)

Attachment:

  • It is mandatory to attach Memorandum of Association, Articles of Association, proof of identity of the member and the nominee, residential proof of the member and the nominee, copy of PAN card of member and nominee, consent of nominee in Form INC-3 along with enclosures, affidavit from the subscriber and first director to the memorandum in Form No. INC-9.
  • It is mandatory to attach Specimen Signature in Form INC-10 in case company is ‘Not having share capital’.
  • It is mandatory to attach Entrenched Articles of association if any of the articles are entrenched.
  • Proof of registered office address and copies of the utility bills not older than two months are required to be attached in case of address of correspondence is the address of registered office of the company.
  • It is mandatory to attach proof that the company is permitted to use the address of the registered office of the company if the same is owned by director/any other entity/ Person (not taken on lease by company).
  • It is mandatory to attach consent to act as a director in case subscriber and director are the same persons.
  • List of all the companies (specifying their CIN) having the same registered office address, if any.

 Fees:

 1. Memorandum of Association (MOA) filing fee (in case of company having share capital)

Nominal Share capital Fee applicable
Fixed For every 10, 000 or part thereof
Up to 10, 00, 000 2,000 N/A
More than 10,00,000 up to 50,00,000 2,000 + 200
More than 50,00,000 up to 1,00,00,000 N/A N/A
More than 1,00,00,000 N/A N/A

 2. Fee for filing Articles of association (in case of company having share capital)

Nominal Share Capital Fee applicable
Less than 1,00,000 Rupees 200
1,00,000 to 4,99,999 Rupees 300
5,00,000 to 24,99,999 Rupees 400
25,00,000 to 99,99,999 Rupees 500
1,00,00,000 or more N/A

 3. Fee for filing form INC-2 (in case of company have share capital)

Nominal Share Capital Fee applicable
Less than 1,00,000 Rupees 200
1,00,000 to 4,99,999 Rupees 300
5,00,000 to 24,99,999 Rupees 400
25,00,000 to 99,99,999 Rupees 500
1,00,00,000 or more N/A

 Please note: I welcome your comments and feedback. This blog post is not a professional advice. Readers may share this post on social media by using buttons given here.

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2 responses to “INC – 2

  1. Pingback: Index of Companies Law Posts | AishMGhrana

  2. Pingback: Amended Form INC – 22 (W.E.F. 1 May 2015) | AishMGhrana

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