Company registration / incorporation of a limited company in India.
To incorporate/register a private limited company in India, the prior requirements are-
- all individuals who will be directors in the proposed company, shall have Director Identification Number (DIN). If you do not have DIN, you may apply now (fill up the application form here).
- one of the applicants shall have a Digital Signature (Click here to download a form to obtain digital signature)
- Address of registered office of the company
- Name and address of the police station within whose jurisdiction the registered office of the company will be situated
- Copy of the Photo identity proof and residential address proof of individuals proposed to be appointed as directors
A private limited company shall have minimum paid-up share capital of Rs.100,000/-, while public limited company shall have Rs.500,000/-. Hence, immediately after incorporation of limited company, Rs.100,000 or Rs.500,000/-, as the case may be, shall be contributed by persons taking shares under the memorandum of association of the company.
After obtaining DIN and digital signature following steps are involved to incorporate a company in India.
I. Application for name availability to be made in e-form 1A along with filing fees of Rs.500/- only.
This application is detailed one and is for ascertaining the availability of the name by which company is proposed to be incorporated. It may be noted that in case of Non-banking Financial companies Registrar may insist to keep authorised share capital of atleast the minimum networth requirement prescribed by the Reserve Bank of India. The name, if made available, is valid for 60 days. Within the said period of 60 days, the steps shall be taken to ensure that the company gets incorporated. Name can be renewed for further 30 days, if application for the same is made within first 60 days.
For name availabilty guidelines click here.
Simultaneously drafting of the memorandum of association and articles of association of the proposed company is normally undertaken. To read more about memorandum and articles of association click here.
II. After name approval
1. Finalise Memorandum of Association and Articles of Association
2. Finalise power of attorney. Normally a power of attorney is given by subscribers of memorandum to local attorney for carrying out corrections, if required, in the memorandum and articles of association and other documents.
3. Prepare e-form 1 (delcaration about compliance of the Companies Act relating to company formation), e-form 18 (about address of the registered office in India of proposed company and address of the police station having jurisdiction over the registered office) and e-form 32 (DIN, email and other directorships of Directors of the proposed company).
4. Pay appropriate stamp duty on Memorandum of Association, Articles of Association, power of attorney and e-form 1. In India, each state is having different rate of stamp duty. To facilitate company formation, Ministry of Corporate Affairs have started accepting stamp duty online. It may be noted that before signing documents, stamp duty shall be paid.
5. Subscribers to execute/sign the Memorandum of Association, Articles of Association and the power of attorney. In case of foreign entity, Memorandum of Association, Articles of Association and the power of attorney shall be attested by Indian Consulate.
6. Scan and convert into PDF file, the signed Memorandum of association, articles of association and the power of attorney. Also scan and convert into PDF file authoity letter / board resolution, if any and FIPB approval, if any.
7. Get digially signed e-forms 1, 18, 32 with MoA, AoA and PoA attached to e-form 1.
8. File e-forms 1, 18, 32 with the Registrar of Companies from MCA portal and pay necessary fees for company incorporation.
9. Unless Registrar of Companies have any queries, the company would be registered.
10. In case of queries, give reply in e-form 67. Upon getting satisfactory reply, the company would be registered.
Registrar of Companies sends Certificate of Incorporatino at the registered office by speed-post of the Indian Postal Department.
According to section 35 of the Act, the certificate of incorporation given by the Registrar shall be conclusive evidence that all the requirements of the Act have been complied with in respect of registration and matters precedent to or incidental thereto but the conclusive evidence arising from section 35 does not cover the defect regarding the signing of the declaration by the subscriber of a memorandum and requires that those who have not been parties to the declaration should nevertheless be regarded as subscribers.
To know, compliance requirements for Foreign Companies under the Indian Companies Act, after registration with Indian Registrar of Companies, click here.
For further questions / discussion you may leave your comments or contact us.
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