Process of Company formation in India can be illustrated in following steps:
The Incorporation Procedure of a private limited company is governed by the Companies Act, 2013.
The minimum requirements for the Private Limited Company
» Minimum 2 Directors
» Minimum 2 Shareholders (Directors & Shareholders can be the 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 is divided into the 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.
» Each individual intending to be appointed as director of a company shall make an application for the 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, not less than four suitable names, indicative of the primary company objectives. Ensure that the names chosen do not resemble the name of any other company already registered and also do not violate the provisions of the Emblems and Names (the prevention of improper use) Act, 1950.
» Apply to the concerned ROC to ascertain the availability of the company name on the INC-1 form, part of the General Rules and Forms along with a fee. If the proposed name is not available, apply for a new name on the same application the digital signature of the applicant proposing the company has to be attached in the form. MCA has prescribed specific rules that govern the name availability process, so it is advisable to check these guidelines before applying for a company name. Refer Rule-8 of Companies (Incorporation) Rules, 2014.
» After the applicant’s proposed company name approval, ROC will issue a Name availability Letter w.r.t. the approval of the availability of a name for the proposed company. The name will be valid for 60 days from the date on which the application for the reservation was made. The applicant can apply for the registration of the new company by filing the required forms INC-1 within six months of the name approval date.
» Arrange for the drafting of the Memorandum and Articles of Association by the solicitors, and the vetting and printing of the same by ROC.
» Arrange for stamping of the Memorandum and Articles with the appropriate stamp duty.
» Get the Memorandum and Articles signed by at least two subscribers in their own hands, their fathers’ names, occupations, and addresses, and finally the number of shares subscribed for. At least one person must witness this document.
» Ensure that the Memorandum and Articles document is dated later the date of stamping.
» The main objectives should match with the goals shown in e-form INC-1.
» The Memorandum should be in the respective forms as prescribed in Tables 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.
» The following documents are required to be filed with the Registrar of Companies:s
» The Memorandum of Association (duly stamped) and a duplicate thereof
» The Articles of Association (duly stamped) and a copy thereofs
» The Declaration by Professional in INC-8
» An affidavit from the applicant for the Memorandum in Form INC-9
» Proof of residence
» Proof of identity
» The verification of the subscribers’ signatures on Form INC-10
» A copy of the letter from the Registrar of Companies stating the availability of the company’s proposed name
» The e-Form No. 1 (with prescribed stamps) for the incorporation of a company
» The receipt indicating the payment of the prescribed registration and filing fee.
» After filing the documents on the MCA online portal, the necessary fees must be paid.
» After the receipt of the forms along with applicable fees, ROC scrutinizes and verifies all the documents and attachments and suggests any changes, if required.
» If the registrar is satisfied that the company has complied with all the requirements, it will register the company and issue a Certificate of Incorporation. The date mentioned on the certificate is the date of the company’s incorporation.