written by | April 22, 2022

What is Certificate of Incorporation?

Think of it as a birth certificate, only for a company. It is a legal document that states the incorporation of the company. You can also apply for certain modifications which have some additional procedures, and, in some cases, there is a need to pass a special resolution in the general board meeting of the company to make the required amendments in the master data of the company.

Is it that simple? Possibly yes, but there is much more to it than what meets the eye. For instance, how do you get the certificate? What are the requirements and prerequisites of a company incorporation certificate? Can you change the contents of the incorporation certificate? Who issues it? What is the process to obtain a certificate of incorporation? And much more, but for now, let's keep it brief.

Did you know?

The certificate of incorporation is also called a certificate of registration. A certificate of incorporation is a legal document relating to the formation of a company or corporation.

Also Read: Difference Between Company vs Partnership Firm vs LLP

What Is a Certificate of Incorporation?

You get a legal document once you have successfully registered your company under the Company Act 2013, called a certificate of incorporation. The certificate is a licence to form a corporation from the government, which is also a formal record of the company's formation.

Components of Certificate of Incorporation

A good company incorporation certificate has some of the key details about the business and the incorporators, i.e., the company's founders. A certificate of incorporation would include details such as -

  • The type of the corporation or company 
  • Purpose of business
  • The name of the corporation or company 
  • Address of the corporation or company's office
  • Name of the corporation's registered agent and location
  • Name and address of each incorporator
  • Names and addresses of each member of the initial board of directors
  • Information on the total number of stocks
  • And other additional provisions

A company incorporation certificate also has the Corporate Identity Number (CIN) of the company along with the Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN).

Obtaining a Certificate of Incorporation

Getting a company incorporation certificate is a slightly long process, but it is not that complicated. The Registrar of Company (ROC) from the respective state where the company is incorporated issues it. Here is a simple guide that you can follow to ensure that you are on the right track to obtaining a certificate of incorporation.

  1. First, you need to get a Director Identification Number (DIN). This is the first step to having a company incorporation certificate. Under the Companies Act, it is a compulsion for every director to get a DIN. You have to register with the website of the Ministry of Corporate Affairs. You need to download the form from the website and then read it, provide all the required information, and then upload the form on the website. The Ministry of Corporate Affairs will charge a fee for this process. Along with this, you should also inform the Registrar of Corporate (ROC).
  2. Next, we need to have the Digital Signature Certificate (DSC). If a DSC is already available with you and is valid when you are applying for the certificate of incorporation, you can use that instead of getting a new one. The need for the DSC is that it helps to ensure that the documents submitted digitally are authentic and original.
  3. After registering on the MCA website, all you have left is to apply for a certificate of incorporation and start adding the details required as per the form provided.

Certificate of Incorporation Verification

Determine which state the business is located and incorporated. Contact the business regulator in person or via its website, which in our case is the website of the Ministry of Corporate Affairs, to verify the incorporation of the business. Provide the business name to request confirmation of the incorporation.

When you are at the ministry website-

  • Go to the Ministry of Corporate Affairs services
  • In the drop-down menu, you can choose company master data, or your preferred option
  • Provide the required information, and you will have the result.

Also Read: What is a Small Company - Definition, Criteria, Examples

Modification in the Certificate of Incorporation

As we discussed before, the contents of the certificate of incorporation and how the company incorporation certificate is the company's identity registered under the Company Act. However, those details can change, which means you can change or modify the company's details even after the registration process is complete. For such a process, the company needs to be thorough with the details they would want to change or modify and then hold a general meeting through which they are required to pass a special resolution and apply for the amendments with the registrar of companies. Upon deciding on the modifications, the ROC will issue a fresh company incorporation certificate after approval of those changes. However, in cases where the detail is date dependent, like the company's address on the date of incorporation, it will require issuing a new certificate of incorporation.

Here are a few of the changes that are possible in the company incorporation certificate.

Modification

Procedure

Company name

company needs to reserve the name through ‘RUN’

File MGT-14, along with a special resolution required to alter the Memorandum of Association (MOA) and Articles of Association (AOA)

File INC-24 eForm in order to give effect to the changed name.

Managing director, directors, manager, CEO, CFO, CS, etc.

Fill the eForm DIR-12 with the registrar of the company (ROC) within 30 days of when such a change occurs in the firm.

Object clause

File eForm MGT-14 and pass a special resolution.

Authorised capital

Filing eForm SH-7 and after the approval of Form PAS-3, modify the authorised capital.

Conclusion

Now that we have gone through what a certificate of incorporation is, we know it is a document that provides the company with its legal identity. After registering with the MCA, the registrar of companies issues a company incorporation certificate.It has details about the company such as the name of the company, the purpose of the company, the location, details about the directors and other additional information.

There is a specific process to obtain a certificate of incorporation; it includes registering with the ministry of corporate affairs and ensuring that all the legal documents required for the certifications are in order and authenticated. Next up, we need to fill up certain forms as an application to obtain the company incorporation certificate. Once the company is incorporated and registered with the registrar of companies, we can also apply for certain modifications if necessary.

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FAQs

Q: What is a company category that can apply for a company incorporation certificate?

Ans:

There are different means such as functions, nature of business, share capital, limited or unlimited, etc., to classify a company. Each company should apply for a certificate of incorporation. Generally, any company which abides by all the guidelines as per the Companies Act 2013 is eligible for a company incorporation certificate. A few types of companies are- unlimited/limited companies, sole proprietorships, public companies, private companies, etc.

Q: What is CIN?

Ans:

The Corporate Identification Number is a numeric code issued to a company upon the successful registration of the company under MCA by the ROCs. It is a requirement to obtain the company incorporation certificate. The CIN is the company's unique identity and hence should be present on all the legal documents by the company.

Q: Who is the registrar of the company?

Ans:

The ROC or registrar of the company is an office that comes under the Ministry of Corporate Affairs, which deals with the matters related to the administration of companies in India. ROCs have offices in every state and union territory and are also responsible for keeping a public record of the companies in their respective states. ROC issues the certificate of incorporation.

Q: What is the authorised capital of the firm? Does it affect the company's ability to acquire a certificate of incorporation?

Ans:

As listed in a company's memorandum of association or articles of incorporation, authorised share capital is the number of stock units that can be issued by the company.

Q: What is a DIN?

Ans:

A DIN or Director Identification Number is the number allocated to the person who is appointed director of the company. It is a necessary document to get the certificate of incorporation.

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