A limited liability company, i.e. a company that does not issue its shares to the public and always uses the suffix Pvt Ltd in its name. Article 7 of the Companies Act 2013 deals with the process of incorporation of a company, which issues the Certificate of Incorporation (issued by the Department of Corporate Affairs or the State Government) as the final step in the incorporation of a company. It gives the company a legal identity and a license to incorporate the company.
The articles of incorporation of a limited liability company contain the following:
- The name of the company and its abbreviated form.
- A statement of corporate purpose.
- The address of the registered office and the name of the registered agent for the address.
- The number of shares authorized for issue and a description of the different types of Shares that may be issued where there is more than one type.
Obtaining a certificate of incorporation
In order to obtain a Certificate of Incorporation, the limited liability company must follow the steps outlined below:
Obtain a Digital Signature Certificate (DSC) and Directors Identification Number (DIN)
This is the first step in incorporating a corporation. The DSC is required for all e-fillings and also for filing MOA and AOA. The director identification number (DIN) is a unique number assigned by the ministry to the person in their capacity as director. It’s the director’s identity.
Name Approval Request
The next step is to request the company name. The application for approval of the name must be sent to the Registrar of Companies. Approval is expected within 14 days of receipt of the application.
Preparation of the Memorandum of Association (MOA) and Articles of Association (AOA)
The MOA and the AOA are important documents for the company. The MOA is a fundamental document that defines the scope and operations of the company. The AOA defines how the operations are performed, and its rules and regulations.
Submission of Electronic Forms and Payment of Fees to Registrar
All electronic forms must be submitted for review by the Registrar and required fees paid to the Registrar.
Issuance of the Certificate of Incorporation
After reviewing all the documents submitted, the Registrar will mail the Certificate of Incorporation to the Directors of the Company.
Once the incorporation certificate is obtained, it becomes the identity of the company. If the corporation wishes to change its name, it must examine the availability of a new name, hold an extraordinary general meeting, pass a special resolution and apply to the Registrar for approval of the name under Rule 29 of the Companies Rules (Constitution), 2014. Upon approval, the registrar issues a new certificate of incorporation. However, if the company address changes, the articles of incorporation are not changed. The company must request the appropriate forms and ensure that the company master data is changed. The company is alive. It contains all the details from the date of incorporation and replicates a birth cert