INC – 7


Application for Incorporation of Company (Other than OPC)

  • eForm INC-7 is required to be filed pursuant to Section 7 (1) of the Companies Act, 2013 and pursuant to Rule 10, 12, 14 and 15 of Companies (Incorporation) Rules, 2014
  • User is required to file eForm INC-7 for incorporation of Company other than OPC within sixty days from the date of application of reservation of name in eForm INC-1.
  • It is suggested that eForm DIR-12 and eForm INC-22 should be filed together at the time of filing of eForm INC-7 when address for correspondence is the address of registered office 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-7, Memorandum of Association (MoA) and Articles of Association (AoA) can be paid electronically through the MCA portal and in such case submission of physical copies of the uploaded eForm INC-7, MoA and AoA to the office of RoC is not required.
  • Payment of stamp duty electronically through MCA portal is mandatory in respect of the States which have authorized the Central Government to collect stamp duty on their behalf.
  • Now eStamp duty payment is to be done online through MCA portal for all the states.
  • Refund of stamp duty, if any, will be processed by the respective state or union territory government in accordance with the rules and procedures as per the state or union territory stamp Act.
  • 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. Please note that in case of application for section 8 company, a license should have been issued against the name of the company. For incorporation of a company licensed under Section 8 of the Companies Act, 2013 obtain a license from the Regional Director (RD) by filing application in eForm (RD-1-attachment INC-12). The license number received from RD will be displayed based on the above mentioned SRN of eForm INC-1.
  • 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.
  • User is required to file eForm INC-22 in case address of correspondence is same as address of registered office of the company. If not, enter the details in 3(d) for address for correspondence till the registered office is established.
  • Enter the valid email id of the company. Ensure that this email ID is valid as intimation regarding processing of the eForms, important communication from RoC office shall also be communicated electronically at the email ID being mentioned here.
  • Enter the details of authorized and subscribed share capital break up in case of a company having share capital. Minimum authorized share capital required for a private company having share capital is Rs.100000/- and in case of a public company having share capital is Rs. 500000/-. The subscriber to the Memorandum shall ensure that the payment for the total amount of shares subscribed by him is made to the company upon incorporation.
  • Enter the number of shares, total amount of shares and nominal amount per share for each type of share. At least one type of share capital (Equity/ Preference) should be greater than zero.
  • In case company has shares of multiple nominal amounts per share, then enter multiple nominal values per share separated by comma in the field Nominal amount per share.
  • Enter the amount of subscribed capital.  In case the Company is a private company, the amount of subscribed capital should be greater than or equal to Rs 1 lakh. In case the Company is a public company the value should be greater than or equal to Rs 5 lakh. The subscribed capital of the company has to be less than or equal to authorized capital of the company.
  • Enter the details of number of members in case of a company not having share capital.
  • Enter the maximum number of members and maximum number of members excluding proposed employee(s). Maximum number of members excluding proposed employee(s) should not be greater than 200 in case of a private company.
  • Enter a valid main division code provided in categories and divisions (codes).
  • Enter the number of promoters (proposed first subscribers to Memorandum of association (MoA)). Minimum number of promoters should be two in case of a Private company and seven in case of a Public company. Based on the number entered here, blocks for entering the details of promoters shall be displayed.
  • Details of maximum seven promoter(s) can be filed through this eForm. If the total number is more than seven, then details of remaining person(s) can be provided through attachment ‘Annexure containing details of subscribers.
  • Please ensure that the details of promoters entered are same as the details of promoters entered in corresponding eForm INC-1. In case details of any one or more of the promoters as entered in eForm INC-1 is not entered in this form, then it shall be mandatory to provide ‘No objection certificate’ from such promoter(s) as an attachment.
  • Select the category of the promoter. In case the promoter is an individual, enter either DIN or Income-tax PAN or passport number. In case DIN is entered it should be an approved DIN. In case of Passport number, prefix the number with zero(s) (0) to make it a 12 digit number.
  • In case promoter is a company or a foreign company under section.379, enter the corporate identity number (CIN) or foreign company registration number (FCRN) respectively. Status of CIN and FCRN should be Active.
  • In case promoter is a company incorporated outside India or body corporate or others, enter the registration number of the promoter.
  • Where the Articles of Association of the company contains provisions of entrenchment to the effect that specified provisions may be altered only upon the satisfaction of conditions or procedures as that are more restrictive than those applicable in case of a special resolution are complied with.
  • Enter the details of such entrenched articles. Enter the number of articles to which provisions of entrenchment shall be applicable.
  • 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 Form INC-7, MoA and AoA based on the state wise stamp rules.
  • Declaration: Select one of the option from the values –Director / Manager / Company Secretary for giving declaration. Also Select one of the practicing professionals (Chartered Accountant/ Company Secretary/ Cost Accountant/ Advocate) who is engaged in formation of the company and enter full name of such person.

Attachments:

  • It is mandatory to attach Memorandum of Association, Articles of Association, declaration in form INC-8, affidavit from the subscriber to the memorandum in Form No. INC-9, proof of residential address which should not be older than two months, and proof of identity
  • It is mandatory to attach Specimen Signature in Form INC-10.
  • It is mandatory to attach entrenched Articles of association if any of the articles are entrenched.
  • Copy of in principle approval granted by the Reserve Bank of India or any concerned authority in case proposed company shall be conducting NBFI activities
  • NOC in case there is change in the promoters (first subscribers to Memorandum of Association)
  • Proof of nationality in case the subscriber is a foreign national
  • PAN card (in case of Indian national)
  • Copy of certificate of incorporation of the foreign body corporate and proof of registered office address
  • Certified true copy of board resolution/consent by all the partners authorizing to subscribe to MOA

Linked Filing:

  • INC – 22
  • DIR – 12
  • URC – 1

Fees:

 

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

Nominal Share capital Other than OPCs and Small Companies *Small Companies
Fixed For every 10, 000 or part thereof Fixed For every 10, 000 or part thereof
Up to 1, 00, 000 5,000 NA 2,000 N/A
More than 1,00,000 up to 5,00,000 5,000 + 400 2,000 N/A
More than 5,00,000 up to 10,00,000 21,000 + 300 2,000 N/A
More than 10,00,000 up to 50,00,000 36,000 + 300 2,000 + 200
More than 50,00,000 up to 1,00,00,000 1,56,000 + 100 N/A N/A
More than 1,00,00,000 2,06,000 + 75 N/A N/A

At the time of incorporation of the company, if fee payable on authorized capital is exceeding Rupees two crore and fifty lakhs then the fee applicable shall be limited to two crore and fifty lakhs only.

 

Memorandum of Association (MOA) filing fee (in case of company not having share capital) Number of members Fee applicable
Up to 20 members 2,000
More than 20 but up to 200 members 5,000
More than 200 members (If number of members not stated as unlimited in AOA) 5,000 + Rupees 10 for every member, after the first 200

 

The maximum fee payable to the Registrar for registration of a new company not having share capital is fixed at rupees 10,000.

 

 

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 Rupees 600

Fee for filing Articles of association (in case of company not having share capital)

Fee applicable                            Rupees 200 per document

 

 

3. Fee for filing form INC-7 (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 Rupees 600

 

Fee for filing Form INC-7 (in case of company not having share capital)

Rupees 200 per document

 

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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3 responses to “INC – 7

  1. Pingback: Index of Companies Law Posts | AishMGhrana

  2. Pingback: Amended Form INC – 7 (W.E.F. 1 May 2015) | AishMGhrana

  3. Pingback: AMENDMENT IN COMPANIES INCORPORATION RULES | AishMGhrana

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