What is Certificate of Incorporation for a Private Limited Company in India?
A Certificate of Incorporation (COI) is a legal document that is issued by Ministry of Corporate Affairs (MCA) once a company is successfully registered with them. The COI is a proof that the company is now registered with the Registrar of Companies (ROC).
COI issued consists of a date which depicts the date from which the company is deemed to be official registered. It can then commence its business and start working. Unlike sole proprietorship registration of private limited company is mandatory. It is the duty of the promoter to apply for a COI. Below is the image of a sample Certificate of Incorporation issued by Ministry of Corporate Affairs. The name and other confidential details have been deleted and dummy information provided in the same.
The procedure for obtaining COI is as follows:
Obtain Digital Signature Certificate
Companies Act, 2013 requires electronic submission of documents and applications. To submit an application for COI you need to first obtain a digital signature certificate for at least one director from an authorized issuing authority.
Director Identification Number (DIN)
As per Section 153 of Companies Act, 2013 every director must obtain a DIN from the Central Government by making an application in Form DIR-3. The DINs must be obtained before filing form INC-1 for availability of name.
File form INC-1
The form is used to check availability of name with the ROC as per Section 4(4) of the Act along with Rule 9 of Companies (Incorporation) Rules, 2014. The name must be valid and as per Rule 8 of Companies (Incorporation) Rules, 2014.
Draft MOA and AOA
The next step is to draft Memorandum of Association (MOA) and Articles of Association (AOA) which are charter and internal rules of a company respectively. It should have the same object in the Object Clause as it was mentioned in Form INC-1.
Registration of private limited company
Every private company needs to get itself registered with the ROC within whose jurisdiction the company's registered office will be situated. As per Rule 12 of Companies (Incorporation) Rules, 2014 this must be mandatorily done by submitting Form INC-7 along with INC-22.
Once all the documents are submitted the authorities will deliberate and provide a COI post which you can perform business activities under your Company's name.
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