What are the steps involved in registering a new company in India under the Companies Act, 2013, specifically sections 7 and 12?

Detailed Legal Analysis

To register a new company in India under the Companies Act, 2013, specifically sections 7 and 12, one must follow a systematic procedure that involves several key steps.

Section 7 of the Companies Act, 2013 deals with the incorporation of a company, while Section 12 pertains to the registered office of the company. Below are the detailed steps involved in the registration process:

• Step 1: Obtain Digital Signature Certificate (DSC)
  • All proposed directors must obtain a DSC, which is essential for signing electronic documents.
  • This can be obtained from government-recognized Certifying Authorities.
• Step 2: Obtain Director Identification Number (DIN)
  • Every director of the proposed company must apply for a DIN.
  • This can be done via Form DIR-3, which requires identity and address proof.
• Step 3: Name Approval
  • Choose a unique name for the company and get it approved through the RUN (Reserve Unique Name) service on the MCA portal.
  • The name should comply with the naming guidelines provided under the Companies Act, 2013.
• Step 4: Prepare the Memorandum and Articles of Association (MoA and AoA)
  • Draft the MoA and AoA that outline the company's objectives and regulations.
  • These documents must be signed by all subscribers to the MoA.
• Step 5: Filing of Incorporation Documents
  • File Form SPICe (Simplified Proforma for Incorporating Company Electronically) along with the required documents, including MoA, AoA, and proof of registered office.
  • Ensure compliance with Section 7(1) which mandates the filing of these documents with the Registrar of Companies (RoC).
• Step 6: Registered Office Compliance (Section 12)
  • Provide proof of the registered office address where the company will conduct its business.
  • This must be filed within 30 days of incorporation, along with Form INC-22, as per Section 12(2).
• Step 7: Certificate of Incorporation
  • Upon successful verification of documents, the RoC will issue a Certificate of Incorporation, signifying that the company is now legally registered.

Following these steps ensures compliance with the Companies Act, 2013, facilitating a smooth registration process for new companies in India.