RJSC Name Clearance, MoA, AoA & Form IX/XII Certification

Legal Framework for Company Incorporation

Detailed Procedure for Company Incorporation

1. RJSC Name Clearance Application

   The first crucial step is to obtain name clearance from the Registrar of Joint Stock Companies and Firms (RJSC). This ensures that the proposed company name is not identical or too similar to an existing registered company, or undesirable in the opinion of the Government, as per Section 11 of the Companies Act 1994. An online application is submitted to the RJSC portal with proposed names in order of preference. Upon approval, a name clearance certificate is issued, typically valid for 120 days, during which the incorporation process must be completed.

2. Drafting of Memorandum of Association (MoA)

   The Memorandum of Association is the fundamental document that defines the company's constitution and scope of activities. It must contain the following clauses as per Section 15 of the Companies Act 1994:

   • Name Clause: The name of the company with 'Limited' or 'Private Limited' as the last word.
   • Registered Office Clause: The name of the division where the registered office is to be situated.
   • Objects Clause: The objects for which the company is proposed to be incorporated.
   • Liability Clause: A statement that the liability of its members is limited.
   • Capital Clause: The amount of share capital with which the company proposes to be registered, and the division thereof into shares of a fixed amount.
   • Association Clause: The names, addresses, and descriptions of the subscribers, and the number of shares each subscriber takes.

   The MoA must be signed by at least two subscribers (for a private company) or seven subscribers (for a public company) in the presence of at least one witness who shall attest the signatures.

3. Drafting of Articles of Association (AoA)

   The Articles of Association are the internal rules and regulations governing the management of the company's internal affairs and the conduct of its business. It must be signed by the subscribers to the Memorandum of Association and attested by a witness, as required by Section 16 of the Companies Act 1994. The AoA typically covers:

   • Share capital and variation of rights.
   • Lien on shares.
   • Calls on shares.
   • Transfer and transmission of shares.
   • Forfeiture of shares.
   • Alteration of capital.
   • General meetings and proceedings.
   • Voting rights.
   • Appointment, powers, duties, and removal of directors.
   • Dividends and reserves.
   • Accounts and audit.
   • Winding up.

   For a company limited by shares, it may adopt all or any of the regulations contained in Table A of the First Schedule to the Companies Act 1994.

4. Form IX (Consent of Directors) Certification

   Form IX, titled 'Consent to act as Director and Undertaking to take Qualification Shares,' is a statutory declaration required under Section 92(1) of the Companies Act 1994. Each proposed director must sign this form, signifying their consent to act as a director and, if applicable, undertaking to take up their qualification shares. This form must be filed with the RJSC along with the incorporation documents.

5. Form XII (List of Directors and Managers) Certification

   Form XII, titled 'List of Persons Consenting to be Directors, etc.,' is another crucial document required under Section 92(2) of the Companies Act 1994. This form provides a comprehensive list of all individuals who have consented to act as directors, managers, or secretaries of the company. It includes their names, addresses, occupations, and other particulars. This form ensures transparency regarding the initial management structure of the company and must be filed with the RJSC.

6. Submission to RJSC and Certificate of Incorporation

   Once all documents, including the name clearance certificate, duly stamped MoA and AoA, Form IX, Form XII, and other requisite declarations, are prepared, they are submitted to the RJSC. Upon satisfactory review and payment of prescribed fees, the RJSC issues a Certificate of Incorporation, as per Section 23 of the Companies Act 1994, which is conclusive evidence that the company is duly registered (Section 25).