# Incorporation of a Company — Step-by-Step Procedure
## Nine-Step Roadmap
1. Determine nature of company (Private / Public / OPC / Section 8 / Nidhi).
2. Reserve a name by filing the prescribed application (Part A of SPICe+).
3. Draft & sign the MOA and AOA.
4. Submit MOA & AOA along with other documents to the Registrar of Companies (ROC).
5. Consent (DIR-2) of persons named as the first directors.
6. Statutory declaration of compliance (Form INC-8).
7. Pay fees and stamp duty.
8. Receive Certificate of Incorporation (Form INC-11).
9. File declaration regarding the registered office address and a declaration that subscribers have paid the value of shares subscribed — both required before commencement of business.
## Filing with the Registrar [Sec 7(1)]
The application is filed with the ROC having jurisdiction over the proposed registered office, using SPICe+ (INC-32) with the fee prescribed under the Companies (Registration Offices and Fees) Rules, 2014.
### Forms to remember
| Form | Purpose |
|---|---|
| SPICe+ (INC-32) | Integrated incorporation application |
| e-MOA (INC-33) | Electronic Memorandum |
| e-AOA (INC-34) | Electronic Articles |
| INC-8 | Declaration of compliance by professional / first director |
| INC-9 | Declaration by every subscriber & first director (no conviction, no fraud, info correct) |
| INC-11 | Certificate of Incorporation issued by ROC |
| DIR-2 | Consent to act as director |
| DIR-12 | Particulars of appointment of directors |
## Signing the MOA & AOA [Rule 13, Companies (Incorporation) Rules, 2014]
| Subscriber type | How to sign |
|---|---|
| Individual | Sign with name, address, description, occupation; in presence of one witness who also attests with his particulars. |
| Illiterate | Affix thumb impression — described by the writer, who authenticates with his own signature and notes the number of shares. |
| Body Corporate | Signed by a director, officer or employee duly authorised by a Board Resolution. |
| LLP | Signed by a partner authorised by a resolution of all partners. |
| Foreign national | Signatures, address & ID notarised by a Notary Public. If from a non-Commonwealth/non-Hague Apostille country, also authenticated by Diplomatic / Consular Officer. |
> A person authorised to sign on behalf of a body corporate / LLP cannot simultaneously be a subscriber in his own capacity.
## Foreign Nationals Visiting India
Incorporation by a foreign national who is in India is allowed only if he holds a valid Business Visa. Persons of Indian Origin (PIO) and Overseas Citizens of India (OCI) are exempt from this Business Visa requirement.
## Declarations Required
1. INC-8 — Declaration of Compliance: filed by (a) an Advocate / CA / CMA / CS in practice engaged in formation, and (b) a person named in the articles as director, manager or secretary.
2. INC-9 — Declaration by Subscribers & First Directors: each subscriber and first director declares that:
- All filed documents contain information that is correct, complete and true;
- He has not been convicted of any offence in connection with promotion/formation/management of any company; and
- He has not been found guilty of fraud, misfeasance, or breach of duty to any company under this Act or any previous company law during the last five years.
3. Address for correspondence till the registered office is established.
4. Particulars of first directors — name, DIN, residence, nationality, identity proof, interest in other firms/bodies corporate, consent in DIR-2, filed in DIR-12.
## Particulars of Subscribers to the MOA
(a) Name + recent photograph; (b) Father’s/Mother’s name; (c) Nationality + proof if foreign; (d) Date and place of birth (District & State); (e) Educational qualification and occupation; (f) PAN; (g) Email & phone; (h) Permanent & present address; (i) Residential proof — bank statement / electricity / telephone or mobile bill not older than 2 months; (j) Identity proof — Indians: Voter ID / Passport / DL / UID; Foreigners / NRIs: Passport; (k) If already a director/promoter of another company, the CIN and capacity (director/promoter) must be given.
## If Subscriber Is a Body Corporate
File: name & CIN/registration number; GLN (if any); registered office / principal place of business; email ID; certified true copy of Board Resolution authorising subscription (or partners' resolution if LLP/firm); for foreign bodies corporate — copy of certificate of incorporation and registered office address.
## Sectoral Regulator Approval [Rule 12]
If any object requires approval from a sectoral regulator (e.g., RBI, SEBI), the approval must be obtained before pursuing the object and a declaration to that effect filed at incorporation. For a Nidhi company, the Section 406 declaration of the Central Government must be obtained before commencing business, and a declaration filed at incorporation.
## Issue of Certificate of Incorporation [Sec 7(2)]
On satisfaction of documents, the ROC registers them and issues the Certificate of Incorporation in Form INC-11, which mentions the PAN allotted by the Income-tax Department. From this date the company is born as a separate legal person.