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Effective 1st May, 2015, a new integrated form “e-form INC-29” has been introduced by Ministry of Corporate Affairs (MCA) which will facilitate:
- Allotment of Director’s Identification Number (DIN) of the directors.
- Name approval of the company.
- Incorporation of the company.
Pre-requisites for signing the e-form INC-29
- At least one director must have Digital Signature Certificate (DSC) or PAN number.
- DIN No. of at least one director.
- This form is filed online with Registrar of Companies along with necessary documents and proofs. It generally takes 12-15 days for approval of INC -29
Digital Signature Certificate (DSC) of one of the directors’ of the company
Requirements:
Complete name, fathers’ name, address, date of birth, address proof, Identity proof, PAN and 1 photograph of director whose digital signatures are required. If director is based outside India his address proof, passport copy and DSC application form are to be attested by Notary Public based outside India. In case proposed director is holding non-Indian passport then PAN is not mandatory.
It takes usually 2-3 business days to process DSC.
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DIN approval of one of the directors’ of the company
Requirements:
DIN is applied in Form DIR-3.
Details and documents:
Complete name, Fathers’ name, Address, Date of birth, PAN card copy, Address proof, Identity proof, and 2 photographs of director are required. If director is based outside India his address proof, passport copy and DIN application form and Form DIR-4 are to be attested by Notary Public based outside India. In case proposed director is holding Non- Indian passport then copy of PAN card is not mandatory. Duly signed Form DIR-4 also needs to be attached with DIR-3. This is regarding verification/ declaration of/by the applicant for DIN. DIN number is generated online as the form is uploaded on MCA. It takes 1 hour to get the DIN approval as it is filed online and approval is immediate
Name Approval Guidelines
- The proposed name is not undesirable/ identical with names of existing companies.
- The proposed name(s) is/are not infringing the registered trademarks or a trademark which is subject of an application for registration, of any other person under the Trade Marks Act, 1999
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- The proposed name(s) is/are not in violation of the provisions of Emblems and Names(Prevention of Improper Use) Act, 1950 as amended from time to time
- The proposed name(s) is not such that its use by the company will constitute an offence under any law for the time being in force
- The proposed name is not offensive to any section of people, e.g., proposed name does not contain profanity or words or phrases that are generally considered a slur against an ethnic group, religion, gender or heredityIn determining whether a proposed name is identical with another, the following shall be disregarded:
(i) The words Private, Pvt, Pvt., (P), Limited, Ltd, Ltd., LLP, Limited Liability Partnership;
(ii) The words appearing at the end of the names – company, and company, co., co, corporation, corp, corpn, corp.;
(iii) The plural version of any of the words appearing in the name
(iv) The type and case of letters, spacing between letters and punctuation marks;
(v) Joining words together or separating the words, as this does not make a name distinguishable from a name that uses the similar, separated or joined words. Such as Ram Nath Enterprises Pvt. Ltd. will be considered as similar to Ramnath Enterprises Pvt. Ltd.;
(vi) The use of a different tense or number of the same word, as this does not distinguish one name from another. Such as, Excellent Industries will be similar to Excellence Industries and similarly Teen Murti Exports Pvt. Ltd. will be to Three Murti Exports Pvt. Ltd.;
(vii) Using different phonetic spellings or spelling variations, as this does not distinguish one name from another. For example, J.K. Industries limited is existing then J and K Industries or Jay Kay Industries or J n K Industries or J & K Industries will not be allowed. Similarly if a name contains numeric character like 3, resemblance shall be checked with ‘Three’ also;
(viii) The addition of an internet related designation, such as .COM, .NET, .EDU, .GOV, .ORG, .IN, as this does not make a name distinguishable from another, even where (.) is written as ‘dot’;
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(ix) The addition of words like New, Modern, Nav, Shri, Sri, Shree, Sree, Om, Jai, Sai,The, etc., as this does not make a name distinguishable from an existing name such as New Bata Shoe Company, Nav Bharat Electronic etc. Similarly, if it is different from the name of the existing company only to the extent of adding the name of the place, the same shall not be allowed.
[box type=”shadow” align=”aligncenter” class=”” width=””]For example, ‘Unique Marbles Delhi Limited’ can not be allowed if ‘Unique Marbles Limited’ is already existing[/box]
Such names may be allowed only if no objection from the existing company by way of Board resolution is produced/ submitted;
(x) Different combination of the same words, as this does not make a name distinguishable from an existing name, e.g., if there is a company in existence by the name of “Builders and Contractors Limited”, the name “Contractors and Builders Limited” should not be allowed;
(xi) Exact Hindi translation of the name of an existing company in English especially an existing company with a reputation. For example, Hindustan Steel Industries Ltd. will not be allowed if there exists a company with name ‘Hindustan Ispat Udyog Limited’.
In addition to above, the user shall also adhere to following guidelines:
- It is not necessary that the proposed name should be indicative of the main object.;
- If the Company’s main business is finance, housing finance, chit fund, leasing, investments, securities or combination thereof, such name shall not be allowed unless the name is indicative of such related financial activities, viz., Chit Fund/ Investment/ Loan, etc.;
- If it includes the words indicative of a separate type of business constitution or legal person or any connotation thereof, the same shall not be allowed. For eg: cooperative, sehkari, trust, LLP, partnership, society, proprietor, HUF, firm, Inc., PLC, GmbH, SA, PTE, Sdn, AG etc.;
- Abbreviated name such as `BERD limited’ or `23K limited’ cannot be given to a new company. However the companies well known in their respective field by abbreviated names are allowed to change their names to abbreviation of their existing name (for Delhi Cloth Mills limited to DCM Limited, Hindustan Machine Tools limited to HMT limited).
- If the proposed names include words such as `Insurance’ , `Bank’ , `Stock Exchange’ , `Venture Capital’ , `Asset Management’ , `Nidhi’ , `Mutual fund’ etc., the name may be allowed with a declaration by the applicant that the requirements mandated by the respective Act/ regulator, such as IRDA, RBI, SEBI, MCA etc. have been complied with by the applicant.
- If the proposed name includes the word ª Stateº , the same shall be allowed only in case the company is a government company. Also, if the proposed name is containing only the name of a continent, country, state, city such as Asia limited, Germany Limited, Haryana Limited, Mysore Limited, the same shall not be allowed.
- If the proposed name contains any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Central Government, any State Government, or any local authority, corporation or body constituted by the Central or any State Government under any law for the time in force, unless the previous approval of Central Government has been obtained for the use of any such word or expression.
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- If a foreign company is incorporating its subsidiary company, then the original name of the holding company as it is may be allowed with the addition of word India or name of any Indian state or city, if otherwise available.
- Change of name shall not be allowed to a company which is defaulting in filing its due Annual Returns or Balance Sheets or which has defaulted in repayment of matured deposits and debentures and/or interest thereon.
Drafting of Memorandum and Article of Association of the proposed company
Memorandum and Articles of Association are to be manually signed by each shareholder. In case shareholders and directors are based outside India then documents have to be attested by Indian embassy/Apostille based in foreign country. MoA and AoA have to be attached in form INC-29 for incorporation purpose.
Processing of MoA and other documents by ROC
After signature and attestation documents are filed online using DSC of one of the director, documents are processed by the ROC in approximately 12-15 days time. After processing, company is incorporated.
Certificate of Registration
Certificate of Incorporation is generated online and sent by email to registered e-mail address of the company.
(Disclaimer: This is a guest post submitted on Techstory by the mentioned authors.All the contents and images in the article have been provided to Techstory by the authors of the article. Techstory is not responsible or liable for any content in this article.)
About The Author:
Neeraj Bhagat is a member of the Institute of Chartered Accountants of India (ICAI) since 1997. He graduated from University of Delhi in the year 1995 and is also an Associate member of Association of International Accountants, United Kingdom .
He has been appreciated by World Bank for contributing to various Articles published in their annual magazine on Doing business in various countries.
