PROCEDURE FOR COMPANY FORMATION IN INDIA
Foreign Company Registration
Post Incorporation Compliance
What are the Type of Business Entities in India?The following types of Business entitles are available in India:
- Private Limited Company in India
- Public Limited Company in India
- Unlimited Company
- Sole Proprietorship
Process of Company formation in India can be illustrated in following steps:
Governed by :
Incorporation Procedure of a private limited company is governed as per Companies Act 2013
Minimum requirement for the Private Limited Company
- Minimum 2 Directors
- Minimum 2 Shareholders (Directors & Shareholders can be same)
- Minimum paid-up capital of Rs. 1,00,000/-
- DIN for both Directors
- Digital Signatures for all Directors
- Consent from subscriber or director
- Proof of Registered Address
- NOC from the owner of the premises
The procedure for company registration can be divided into following steps :
- One director must apply for the Digital Signature Certificate (DSC), which is necessary to file the company registration documents. For this, only a few scanned documents and details will be required. It is compulsory to obtain DSC for at least one Director to sign E-forms relating to incorporation life Form INC-1 and other documents.
Application for DIN in the form DIR-3
- Every individual intending to be appointed as director of a company shall make an application for allotment of Director Identification Number in form DIR-3 to the Central Government in such form and manner and along with such fees as may be prescribed
- Select, in order of preference, a few suitable names, not less than four, indicative of the main objects of the company. Ensure that the name does not resemble the name of any other company already registered and also does not violate the provisions of Emblems and names (prevention of improper use) Act, 1950
Application for Name Availability
- Apply to the concerned ROC to ascertain the availability of name in INC-1 of General Rules and Forms along with a fee. If proposed name is not available apply for a fresh name on the same application the digital signature of the applicant proposing the company has to be attached in the form. MCA has prescribed certain rules for name availability, so it is advisable to check guidelines for the same before applying for name. Refer Rule-8 of Companies (Incorporation) Rules, 2014
- After the name approval of the applicant ROC will issue Name availability Letter w.r.t. approval for availability of name for a proposed company. The name will be valid for a period of 60 days from the date on which the application for reservation was made. The applicant can apply for registration of the new company by filing the required formsÂ INC-1Â within six months of name approval.
Drafting MOA & AOA
- Arrange for the drafting of the Memorandum and Articles of Association by the solicitors, vetting of the same by ROC and printing of the same.
- Arrange for stamping of the Memorandum and Articles with the appropriate stamp duty.
- Get the Memorandum and Articles signed by atleast two subscribers in his own hand, his father's name, occupation, address and the number of shares subscribed for and witnessed by atleast one person.
- Ensure that the Memorandum and Article is dated on a date after the date of stamping.
- The main objects should match with the objects shown in e-form INC-1.
- The memorandum should be in respective forms as prescribed in Table A, B, C, D and E in Schedule-1 as applicable to a company.
- The articles should be in respective forms as prescribed in Table F, G, H, I and J in Schedule-1 as applicable to a company.
Filing various forms in ROC
- The following documents are required to be filed with the Registrar of Companies:
- Memorandum of Association (duly stamped) and a duplicate thereof.
- Articles of Association (duly stamped) and a duplicate thereof.
- Declaration by Professional in INC-8
- Affidavit from the subscriber to the Memorandum in Form no. INC-9
- Residential Proofs
- Identity Proofs
- Verification of Signature of subscribers in Form INC-10
- A copy of the letter of the Registrar of Companies intimating the availability of the proper name.
- e-Form No. 1 (with prescribed stamps) for incorporation of a Company.
- Document evidencing payment of prescribed registration and filing fee.
Payment of form fees and stamp duty
- After filing the documents of MCA online portal, we need to pay the necessary fees.
ROC verifies the forms and attachments
- After the receipt of the forms along with applicable fees ROC, verifies and scrutinizes all the documents and attachments and suggests necessary changes, if require.
ROC issues the Certificate of Incorporation
- If the registrar is satisfied that all the requirements have been complied with by the companies, it will register the company and issue a Certificate of Incorporation of the company. The date mentioned in the certificate is the date of incorporation of the company.