Procedure of Company Formation (Private Limited Company), in India.

Step by step guide to Formation / Registration / Incorporation of a Private Limited Company, in India.

*** Updated as on 2′nd May, 2014***   

What’s New/changed ?

  • Incorporation Procedure of Private Limited Company as per Companies Act 2013.

Minimum requirements for the Private Limited Company

  • Minimum 2 Directors [As per Section 149 (3) of the Companies Act, 2013 (implemented with effect from 01.04.2014), every company shall have at least one director on its board of directors, who has stayed in India for a total period of not less than one hundred and eighty two (182) days in the previous calendar year.]
  • Minimum  2 Shareholders
  • The directors and shareholders can be the same person
  • Minimum Share Capital shall be Rs. 100,000 (INR One Lac)
  • Application of allotment Director Identification Number (DIN) for all the Directors
  • DSC (Digital Signature Certificate) for two Directors

The complete procedure is primarily divided into following 8 Steps.

Step 1. Application for Director Identification Number (DIN) in form DIR-3 & DSC (Digital Signature Certificate)

What is a Director Identification Number (DIN)?

Director Identification Number (DIN) is a unique identification number issued by the Ministry of Corporate Affairs (MCA), for an existing director or a person intending to become a director of a company.

Documents required for DIR-3 Application

In case of Indian National 

a) Identity Proof: Copy of PAN Card  (Income Tax Permanent Account Number (PAN) is mandatory in case of Indian National and in such cases applicant details should be as per Income tax PAN)

b) Address Proof: Copy of Passport or Election/Voter ID or Ration Card or Driving license (address having pin code) or Electricity/telephone (Utilities) bill  or AADHAR Card. All this should be in the “Name of Applicant” only and it should not be older than 2 months from the date of filing of the e-form.

c) Passport Size Photograph (latest) : 1 photocopy  or a soft-copy in (.JPEG format)

d) *Current Occupation

e) *Email Address of the Applicant

f) *Mobile/Cell Number

g) *Educational qualification

h) *Verification to be signed by the Applicant. See the attached DIR4 format

In case of Foreign National 

a) Identity Proof: Copy of Passport (mandatory)

b) Address Proof:  Address proof should not be older than 1 year from the date of filing of the eForm.

c) Passport Size Photograph (latest): 1 photocopy or a soft-copy (in .JPEG format)

d) *Current Occupation

e) *Email Address of the Applicant

f) *Mobile/Cell Number

g) *Educational qualification

h) *Verification to be signed by the Applicant. See the attached DIR4 format

Important Notes :

1. All the documents require “Self attestation”.

2. In case, the director is residing outside India, the attached supporting documents should be attested by the Consulate of the Indian Embassy, Foreign Public Notary. In case of director, supporting documents can also be attested by Company secretary in full time employment / CEO / Managing director of the Indian company in which he / she proposed to be a director.

3. DIR-3 shall be digitally signed by the same person i.e. applicant who is filing the application and by either of the following:

a) Company Secretary (in whole-time practice) or a Chartered accountant (in whole-time practice) or Cost accountant (in whole-time practice)

b) Company secretary in full time employment or Director of the company in which the applicant is to be appointed as a director

4. While making DIR-3 Application following details are mandatory :

First Name, Middle Name, Last Name, Details of father of an applicant (even in case of a married woman)

In case of a Married woman, a photocopy of the Marriage Certificate is required (If DIN needs to be in the “Changed Name”)

5. There could be instances of DIR3/DIN Rejection. Refer “Common Causes of DIN Rejection” for the resolution.

6. * Starred items are mandatory fields of DIR-3 application 

What is a Digital Signature Certificate (DSC)?

Digital Signature Certificate (DSC) is the digital equivalent (i.e. electronic format) of physical or paper certificates. Examples of physical certificates are driver’s license, passport. Certificates serve as proof of identity of an individual for a certain purpose; for example, a driver’s license identifies someone who can legally drive in a particular country. Likewise, a digital certificate can be presented electronically to prove your identity, to access information or services on the Internet or to sign certain documents digitally. Since MCA accepts electronic submission of Forms on its website the DSC is mandatory for all the users.

Documents required for obtaining DSC

a) Digital Signature Certificate application Form (duly signed by an applicant). An applicant is required to sign across the photo.

Download the DSC Application Form (Class II Individual Certificate)

b) All other documents are same as required for the DIR-3 Application

Note: All the documents require “Self attestation” and identity proof and address proof should be attested by either a Gazetted officer  (Class I) or Bank manager or Post Master.

Step 2. Search for the Company Name availability

The Promoters have to provide at least 6 names in the order of their preference/priority. The Promoters can themselves search for the available names by visiting the MCA Website: Check Name Availability 

It is also advisable to check any pre-existing Trademarks already registered with the Company name being Proposed, since RoC normally scrutinises the same & may reject the Proposed names on that basis (if similar TM Name is already registered). Promoters should search for any existing Trademark using http://ipindia.nic.in/ website Check Trademark .

Step 3. Application for the Name availability

After drafting of Main Object of the proposed company, need to file e-Form INC-1 (Application for reservation of name) with Registrar of Companies for name availability. The Applicant needs to give 6 proposed names in preference/priority along with their meaning and significance of each word.

Note: Refer the “undesirable names” rules extracts from the Companies (Incorporation) Rules, 2014.

Also refer MCA General Circular on Use of word ‘National’, ‘Bank’, ‘Exchange’, ‘Stock Exchange’ in the names of Companies or Limited Liability Partnerships (LLPs). Refer General Circular No. 2/2014

Step 4. Drafting of Memorandum of Association (MOA) & Articles of Association (AOA)

What is a Memorandum of Association?

Memorandum of Association covers fundamental provisions of the company’s constitution. It covers main object and other objects of the company.

What is Articles of Association?

Articles of Association contain rules and regulations governing the internal management of the company. It is a binding contract between company and its members and members among themselves defining their rights and duties.

As per Section 4(5)(i) of the Companies Act 2013 upon receipt of an application under sub-section (4), the Registrar may, on the basis of information and documents furnished along with the application, reserve the name for a period of sixty days from the date of the application.

After name approval from ROC, the next step is to draft MOA & AOA. The subscribers need to specify Name, Address, and Occupation in their own handwriting & sign the subscription pages of MOA & AOA.

Where subscriber to the memorandum is a Foreign National (residing outside India), please refer Chapter 2 of Companies (Incorporation) Rules, 2014 notified by Ministry of Corporate Affairs for knowing the procedure of obtaining attestation and notary while signing subscription pages of Memorandum and Articles of Association and other relevant document.

Step 5. Filing of e-forms with RoC (Registrar of Companies)

Following Forms to be filed/uploaded on the MCA Website.

a) Form INC-7 : For application of Incorporation of the Company

i) Mandatory attachments to e-form INC-7

1. Memorandum of Association

2. Articles of Association

3. Declaration by Professional in INC-8

4. Affidavit from the subscriber to the Memorandum in Form No.INC-9

5. Proof of residential address which should not be older than two months

6. Proof of identity

7. Verification of signature of subscribers i.e. Form No. INC-10, in case the company is not having share capital.

8. It is mandatory to attach entrenched Articles of association if any of the articles are entrenched.

ii) Optional attachments depending upon case

1. Copy of in principle approval granted by the Reserve Bank of India or any concerned authority in case proposed company shall be conducting NBFI (Non-Banking Financial Institution) activities

2. NOC in case there is change in the promoters (first subscribers to Memorandum of Association)

3. Proof of nationality in case the subscriber is a foreign national

4. PAN card (in case of Indian national)

5. Copy of certificate of incorporation of the foreign body corporate and proof of registered office address

6. Certified true copy of board resolution/consent by all the partners authorising to subscribe to MOA

b) Form INC-22 : For Notice of situation of registered office

Attachments to e-form INC-22

1. Proof of Registered Office address (Conveyance/Lease deed/Rent Agreement along with the rent receipts) etc.

2. Copies of the utility bills (proof of evidence of any utility service like telephone, gas ,electricity etc. depicting the address of the premises not older than two months is required to be attached).

3. No Objection Certificate or permission to use

4. Certification of e-form INC-22 by CS/CA/CWA (in Whole Time Practice)

c) Form DIR-12 : For providing information about particulars of appointment of Directors of the company and Key Managerial Personnel

Attachments to e-form DIR-12

Following are the Mandatory attachments in case of an appointment of a Director / Manager / Company Secretary / CEO / CFO.

1. Letter of appointment

2. Declaration by first director in Form INC-9

3. Declaration of the appointee director, managing director, in Form No. DIR-2

Step 6. Payment of RoC Fees & Stamp Duty

After filing of documents online, we need to make payment of RoC fees and Stamp Duty electronically which is based upon the Authorised Capital of the Company.

The MCA Fee Calculator  currently being unavailable, please refer the attached “Fee Schedule

Step 7Verification of documents / forms by RoC

After payment of all RoC Fees & Stamp duties, RoC verifies/scrutinises all the documents and forms  and may suggest few changes to be made in the attachments or form itself. We need to make necessary changes accordingly.

Step 8. Issue of Certificate of Incorporation by RoC

Once all the Forms are duly approved by RoC, the digitally signed “Certificate of Incorporation” is emailed to the Directors.

As part of the Green Initiative by the MCA (Ministry of Corporate Affairs), few Certificates including “Certificate of Incorporation” are now issued only in the electronic format i.e. soft-copy (having digital signature of RoC Registrar).  Once the Incorporation Certificate is received, Company can start it’s operations.

How to validate a Digital Signature on the Incorporation Certificate? 

The Certificate of Incorporation (CoI) received in the .pdf (which opens in “Adobe Reader”) format, may display “Validity Unknown” for the Digital Signature. Please follow the steps mentioned  here to validate the same.



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Legal Disclaimer:
The information / articles & any replies to the comments on this blog are provided purely for informational and educational purposes only & are purely based on my understanding / knowledge. They do not constitute legal advice or legal opinions. The information / articles & any replies to the comments are intended but not promised or guaranteed to be current, complete, or up-to-date and should in no way be taken as a legal advice or an indication of future results. Therefore, I can not take any responsibility for the results or consequences of any attempt to use or adopt any of the information presented on this blog. You are advised not to act or rely on any information/article contained without first seeking the advice of a Practicing Professional.

619 thoughts on “Procedure of Company Formation (Private Limited Company), in India.

  1. Hello mam,
    It is manadatory to attached entrenched articles of association if any articles are entrenched, I want to know,wht is entrenched.

    • Yes if the articles of association is entrenched then it shall be attached to Form INC-7. Entrenchment clause is a provision which makes certain amendments either more difficult or impossible, i.e., inadmissible. To modify or alter the provision of Articles, it shall require a form of supermajority i.e. approval of shareholders or the consent of shareholders. Due to this clause, the company can subsequent amendments. Once it is adopted and provided, then to make any changes in that require approval of shareholders.

  2. HI!!!!!!
    Can you tell me the procedure to register a Public Limited Company?

    • For registration of a Public Limited company, you will have to follow the same steps as required for incorporation of Private Ltd. Only there should be minimum 3 directors and 7 members and paid up capital should be Rs. 5 Lakh. You will have to file DIN application for three directors, Obtain DSC of all three directors and file Form DIR-3, INC-1, INC-7, INC-22, DIR-12, INC-21 respectively. Please read New Companies Act 2013 and Rules and if you have any further query please contact me.

  3. Mam, What are the documents to be attached for INC 22 if I start the company in my home ?

    • 1. Proof of registered office address (Conveyance/ Lease deed/ Rent Agreement etc. along with the rent receipts is required to be attached).
      2.Copies of the utility bills (proof of evidence of any utility service like telephone, gas ,electricity etc. depicting the address of the premises not older than two months is required to be attached).
      3. Proof that the company is permitted to use the address as the registered office of the Company ………. (Authorization from the owner or occupant of the premises along with proof of ownership or occupancy and it is mandatory if registered office is owned by any other entity/ person (not taken on lease by company).

  4. Very Nice Article. Continue the leadership by disseminating knowledge.
    Many professionals are immensely benefited daily by your blog.
    Looking forward to network with you sometime!

  5. Dear Madam,
    Please suggest me, how to convert proprietorship firm to pvt. ltd company, detail procedure and what is document required ?

    • You will have to follow the steps as mentioned in the Formation of Private ltd company. Also you will have to submit proof of earlier business, Income tax return and no objection letter from the proprietor to convert the firm into Pvt. ltd. For further queries please contact me.
      Please contact me.

  6. Maam, is it absolutely necessary to have a rental agreement for pvt. ltd registration?
    in other words, is it compulsory to have a physical address for the office to register?

    Thanks in advance

  7. Dear Madam,

    what procedure should be follow for allotment of share to subscriber of MOA & MOA (First Allotment) as per new companies act, 2013.

    • As per Section 42(9) whenever a company makes any allotment of securities under this section, it shall file with the Registrar a return of allotment e-form- PAS-3 along with the fee as specified in the Companies (Registration Offices and Fees) Rules, 2014.
      There shall be attached to the Form PAS-3 a list of allottees stating their names, address, occupation and number of securities allotted to each of the allottees and the list shall be certified by the signatory of the Form PAS-3 as being complete and correct as per the records of the company.
      Please read Section 39(4) and 42(9) of the Companies Act, 2013 and rule 12 and 14 Companies (Prospectus and Allotment of Securities) Rules, 2014 for knowing more information.

  8. 1.Is it possible to add name of any place in my company name
    for eg: say i want to name my company kolkata bazaar pvt ltd so can i use it

    2. if for the first question answer is NO then my brand name will be say kolkata bazaar and different company name.
    So what will be the procedure to protect my brand name ?

    • 1. The proposed name of the company shall not contain anywhere the name of the state. If you need it then you have to make application to the Government of that state. This is as per Name Guidelines.

      2. As far as your brand name is concerned you can have different name for your product from your company name.

  9. Thank you very much.. very useful information, however I would chose to go through an agent who would that for me M currently in Pune if any contacts that can help me in the same that will be really helpful. you can contact me

  10. Thanks madam i am learning more from kind of You .

    What is stands for DIR & INC ?

  11. dear Mam,

    i ve a partnership firm with 3 partners..

    i want to convert in pvt. ltd. co.

    1) is it mandatory to affix pvt. ltd. with the name of the company. main reason of asking this is to know whether i can continue with my firms name after converting it into a company.

    2) legally, does my credentials as a partnership firm be valued after converting into a company

    3) can i operate from different places in country. in that case i have to maintain one common books of accounts or seperate books of accounts

    please reply

    anurag

  12. WHAT IS THE PROCEDURE FOR CONVERSION OF PVT LTD TO ONE PERSON CO.? CAN I GET THE DETAILED PROCEDURE FOR THE SAME

  13. Me and my friend were planning to start a pvt ltd construction company.

  14. I have filed INC 7 & 22 on 31/5/2014 but the status is still showing “Pending for Action ” can u pls suggest what can be done in such case?
    Usually within how much period the incorporation is completed.?

  15. Hi Meenal,

    I really appreciate your blog post about registering a company in India. The content on your blog is top-notch and very detailed.

    I am trying to fill DIR-3 form. What do they mean by “to be digitally signed”

    How the applicant can digitally sign?

    Do I need to contact some CA/CS to do the digital signature? How much do they generally charge?

    Thank you again,
    Srini

  16. Hi Ma’am,

    I am registering a section 8 company.
    Can you please help me as to what is the fee for the same. Is it dependent on the subscribed share capital as in any Pvt.Ltd company or just a fixed amount?

    • For incorporation of Section 8 company as per new Companies Act 2013, you can register it with share capital or without share capital. Please let me know in which state you wish to form company?

  17. Respected Madam
    Do you have procedure related to formation of company u/s 8 in India. If you have than kindly share.
    Thanks

  18. Dear Mam

    can u pls provide us the format iof letter of appointment format on my email id

  19. Thank U so much of you mam.
    I started a company on the basis of partnership deed in july 2013 and one partner is is u k. Now I Want to Register this company as pvt.ltd company, then here the rule of shre holders INR 1,00,000.00 is mandatory.
    Thanks & regards

  20. Thanks Ma’am for such subtle reply in fastest response. It reveals your your profound knowledge and command over the subject.

    With high regards,

    Janak Soni

  21. Hello Mam,
    Thank You for the information proviede here. It will help everybody. Is this procedure is as pe the Companies Act 2013 or need to be amended. I want to incorporate a private company and this information will help me a lot. Thanks a lot once again. Hope to get the same support in future also.

    • After implementation of New Companies Act 2013, new Incorporation Rules, 2014, DIN Rules, 2014 and e-forms have been effected. Please visit my blog for knowing step by step procedure of formation of Private limited company.

  22. Hi,

    Thanks for the invaluable help.

    I am in the process of registering a sec. 25 company.

    I am struggling to find out whether both the Directors need a DSC? I have a DSC for one of the directors. Do i need to obtain a DSC for the second one as well?

    Thanks in advance.

    • pursuant to Section 153 of the Companies Act, 2014 & Rule 9(1) of the Companies (Appointment and Qualification Of Directors) Rules, 2014, every director making DIR-3 application should have Digital Signature certificate.

      • Ma’am,

        Having said that Digital Signature of every director is mandatory pursuant to Sec.153 of Companies Act and Rule 9(1) of Companies ( Appointment & Qualification ) of Directors) Rules, 2014, I would like to know whether it is also applicable to Foreign Directors in case of registration of a wholly owned subsidiary in India?

        • Yes foreign director making DIN application shall be required to obtain DSC. You need to send him DSC application form which is normally in pdf format and obtain his signature and identity and address proof notarised.

      • Dear Ma’am,

        Having noted this, can you please clarify if the Digital Signature of even all foreign directors is compulsory now in case of a registration of a wholly owned subsidiary private limited company in India as per Sec.153 of the companies act, 2014 and Rule 9(1) of the Companies ( Appointment & Qualification of Directors) Rule, 2014 ?

        If yes, what is the procedure to obtain the same?

        Thanks and regards,

        Janak Soni

        • Yes, every director who is applying for Director Identification number is required to obtain Digital Signature certificate. If the company is appointing two foreign directors, they should also obtain DSC because they have to attach DSC to DIR-3(DIN form). As per Section 149 (3) of the Companies Act, 2013 (implemented with effect from 01.04.2014), every company shall have at least one director on its board of directors, who has stayed in India for a total period of not less than one hundred and eighty two days in the previous calendar year. In order to comply this condition, the company shall be required to have at least one director on its board of directors, who is resident in India for 182 days as per previous calendar year. According to new DIN rules, new director has to obtain Digital Signature certificate.

  23. Can a ca be appointed as first auditor when company has been incorporated 8 months ago?what are the duties of auditor regarding filing any forms relating to appointment, with ROC under companies act 2013?

    • As per Section 139( 6) of the New Companies Act 2013, Notwithstanding anything contained in sub-section (1), the first auditor of a company, other than a Government company, shall be appointed by the Board of Directors within thirty days from the date of registration of the company and in the case of failure of the Board to appoint such auditor, it shall inform the members of the company, who shall within ninety days at an extraordinary general meeting appoint such auditor and such auditor shall hold office till the conclusion of the first annual general meeting.

  24. Can you please highlight the differences between sole proprietorship and private limited company in india? And also let me know whether a Software Services company can be started as a sole proprietorship or not?

    • The difference between sole proprietorship and company is as follows :-
      1) In case of firm, it is just like one person company and for all liabilities he will be responsible. it is not a legal entity and liability is unlimited.
      2) In case of company, two people are required to float the company and it is legal entity and liability is limited.

      If you want to form software services company with one person you can do that as per New Companies Act 2013, the same is already been implemented on 01.04.2014, but the e-forms to form it are still awaited.

  25. Maam,

    I hav a pvt ltd company, with existing two dirctor (I m +1)

    Now som one want to take over it .

    in this condidion it can be converted a solo / one person pvt ltd as per new rules or not

  26. Madam,
    I heard recently the rule is changed that only a single person can also register a private limited company unlike the previous rule that at least there has to be 2 board of directors to incorporate a pvt ltd.
    Please let me know if it is possible to register a Pvt.Ltd with only one director and one share holder???

    • Yes One Person Company i.e. OPC can be formed and shall be treated as Private Limited company. Refer Chapter II , Section 3 (1)(c) of the New Companies Act 2013. This section is notified and applicable from 01.04.2014 as per Notification dated 26/03/2014. The forms for registration of OPC are not yet available on Ministry of Company Affairs. Those will be available after 14.04.2014 as per General Circular no.6 dated 28/03/2014.

  27. NAMASTE..

    I WANT TO REGISTER A PVT LTD CO ON A PARTICULAR DATE.IS IT POSSIBLE?

    • It is beyond your control to register a company on a particular date. Once you submit documents to Registrar of Companies, it would depend upon the time and queries raised by it. Hence it is not possible.

  28. Do you have any article on ‘One-Man-Company’
    &
    and any article on what is the difference/pros & cons of starting a LLP & Pvt ltd.

    I am planning to start my own company – Software services mostly. Mostly it will be only me and max one more person. I am not sure which type of company i should got for.
    And what is this ‘building a firm’ all about?

  29. Hello Meenal thanks for such an informative article. I run a business that offers educational courses to delegates world wide. If I was to hold a course in India where delegates pay a fee per seat do I need to run this all through an indian company and pay indian taxes etc or would it be ok to accept payments into my account in dubai and deal with my tax affairs there?

  30. Mam, I wan to ask you that, I am a 3rd year engineering student and I want to open my own software company. I have gone through many websites and read many things regarding this, but i’m not getting a clear idea of the steps. Mam please guide me the entire process as I have to start my company withing 40-50 days and i’m running out of time and i’m feeling like a blind in this field. Mam please help me and teach me its A-Z, waiting for an early reply.

    Thanking you.

  31. as per new company bill 2013 can a pvt. ltd. take or allot their shares on premium.

  32. This is to inform you that in term of the provisions under Regulation 17 of the Companies Regulations, 1956, the above-cited Form1,Form18,Form32 dated 05-03-2014 filed vide SRN has been examined and marked as Pending for user clarification with the following remarks-
    STP name, prefix is regd. T.M. in C-30, name appears general, The company is advised to give Affidavit for change name due to Trade mark registered,
    suggest what can i do ?

    • If ROC thinks that the name is similar to existing name and the name is general, then it will ask an applicant to submit affidavit that in future if similar trade mark is found or existing company’s name found, then you shall withdraw company’s name and apply for change name. After reading your questions, I would advise you to call ROC and check.

  33. Mam i hav filed form1,18 and 32 but mca sent a notice for resubmission with remark “Form 32 – Executive Directors selected, no reference in AOA.” what is the remedy for this?

  34. Respected Mam,

    I just want to know that e-form DIN 1 is required to be digitally signed by the applicant (director)?

    • As per DIN Rules DIN 1 form should be digitally signed by practicing Professional CS/CA/CWA or by CS in employment of the company for the director whose DIN is to be submitted. It should not be signed by an applicant director.

  35. Mam,

    your blog is the very useful for any1 to understand the concept of formation of co.

    Mam I had 1 query that I already have a pvt. ltd. co. and I want to form 1 more Pvt. Ltd. co. with the same registered address so is it possible to form one more co. at the same address?

    If it is possible than can I submit pvt. ltd. co.’s electricity bill as address proof with a NOC of that pvt. ltd. co. ??

    Thanks in advance.

    Regards,
    gaurav

  36. Hello Mam,

    I really appreciate your efforts to attending all the queries posted up here!

    We are an LLP firm in Mumbai since last 2 years. We at present plan to shift our Registered Office to a new concept called the Virtual Office. In this scenario we will be provided an NOC and a Service Aggrement from the Provider stating that we can use his premises as our Business Address! Here we will not be exclusively allotted a block/room as our office space, but the Provider states in the NOC that we can use their address as our Business/Registered Office address. We do not enter into a Leave & License Agreement in this process. Will RoC, Income Tax Dept (PAN), DGFT, our Bank, Sales Tax Dept & Central Excise Dept. accept such an address as our Registered Office? We are opting this set-up in order to cut down on our costs and also because we do not require a full time place to conduct our business of Merchant Exports. As per our requirement for meetings or client visits we are allowed to use the Provider’s Meeting Rooms/chambers/blocks on as & when required basis. Also, a dedicated telephone line will be generated In our company’s name by the Provider. For more information on Virtual Office please visit http://www.regus.co.in/

    I will be highly obliged if you can guide us with whether the above Govt. depts. will or will not accept this type of Registered Office.

    Thank you & Kind Regards,
    Tushar H

    • Yes, now a days more and more people have started using Virtual offices as their registered address of company. The Registrar of company will accept the No objection from the owner and electricity bill or tax bill. Since ROC itself is accepting the virtual office for company registration, the other departments should also accept.

      • Hello Mam,

        Thank you so much for your prompt reply. After a positive response from you, soon, I guess even we will be amongst the ones opting for a Virtual Office!

        We will continue to seek your blessings and guidance for our endeavour.

        Have a good time ahead.

        Warm & Kind Regards,
        Tushar H

      • Dear Madam,

        I have read you comment related to virtual office.
        However I would like to ask, do you know and company, which has used virtual-office address to obtain IEC Code (Export Import) and got it.
        I am afraid, that however ROC accepts virtual office, other autorities can ignore this. A main problem is this, that virtual offices providers want advance payment for 1 year, and I would like to avoid situation that virtual office address will not work.

        Best Regards

      • Hello Mam,

        How are you? Hope everything is fine around you.

        I am writing here to inform you that I have opted for the Virtual Office setup. Also, the RoC (Mumbai) has accepted our new address as the company’s Registered Office address through the NOC and Service Agreement that were provided to them.

        At present I am in the process of submitting the changes at various Govt. authorities. I shall give you a feedback over the same.

        It was only after a positive assurance from you and one of my family friend who also happens to be a CS that I could confidently go ahead with the Virtual Office concept.

        Thank you once again for your kind guidance.

        Warm Regards,
        Tushar H

  37. Hello Mam,

    I have Few Queries Regarding DIN Application.

    1. A Chartered Accountant wants to become a Director in a Pvt Ltd Co. He has a Digital Signature already Registered as Practising Prodessional. Now do we have to register his Digital Signature Again as Director? or take new DSC as an individual.?

    2. A Foreign Individual wants to become a Director in the Indian Pvt Ltd Co. I wanted to know who can write the Subscribers pages on his behalf as he is not in country?

    • 1. If Chartered Accountant has already registered his/ her DSC on MCA portal as professional, after being appointed as director of Pvt. ltd company, he /she shall be required to register his/ her DSC in the capacity of Director.

      2. If foreign individual is subscriber to MOA AOA then, he has to sign subscriber page outside India and get it notarised from Foreign Public notary. He cannot ask anybody to sign it on his behalf.

  38. Mam,

    Your Blog is very useful for everyone who wants to register a company and start business after reading the content of this blog everyone gets clear with the procedure and requirements.

    Mam I had 1 question regarding the formation of a pvt. ltd. co. with share capital Rs. 10 Lakhs-
    In form 32 is it necessary to have a manager or secretary for the co. and can the form be filled without filling that part.

    Thanks in advance.

    Regards,
    Saurabh Shah

  39. Hi Meenal,
    I would like to start one home based service providing/helping engineering students to create their design.
    What is best approch to have my own start up ? Should I go with propritorship firm or Pvt Ltd company ?
    What is difference between two ? How much capital it takes ?
    Thanks,
    Atul Yadav

    • You can start proprietorship firm on your own and there is no capital requirement. To start the private limited, the capital should be minimum Rs. 1 Lakh and two directors and two shareholders are required. The liability of proprietor will be unlimited but in case of company it is limited. If you have further questions please call me.

  40. It is really help full to understand whole process of registration. thank to you mam.

  41. I am filing form 18 for co from residence, however same got rejected as govt recognised proof of landline, electricity bill etc reqd while I filed walky bill. Builder is refusing NOC for electricity bill and there is no landline in my place. Can I attach my agreement copy if so which pages as it exceeds the size of attachment, if not what docs and I may require services in short duration. Thanks in advance

  42. Dear Mam,

    Your Blog is the most useful blog for any one who want make his concept clear on the rules and companies act.

    Mam I had 1 question that I am forming a pvt. ltd. co. but for that we are three promoters for the same but one of us doesnt want to be the director of the co. so is it possible that there would be initially 2 director and 3 subscriber. And if this is possible then do we require to take his DIN.

    Thanks in advance.

    Regards,
    Saurabh Shah

  43. Respected Madam,

    I posted my comment in other post but i don’t see appearing hence reposting the same here.

    I must say this is a “Invaluable” blog. Your efforts are much appreciable.

    This post saved my $$$$.

    My appointed Auditor/CA never informed/made me aware of the compliances & today I came across your post which made my day :) & saved $$$$.

    Thanks a lot & keep posting.

  44. Dear Mam,

    I am planning to form an Pvt. ltd. Co. so wanted to ask you that in my case there are 3 promoters for the co. but only 2 directors, 3rd person doesnt wants to be a director.

    So is it possible and if possible would be require to take his DIN.

    Regards,
    Saurabh

    • To form Private Limited company, minimum two directors shall be required. The person who wants to be director should apply for DIN. In your case if 3rd person does not want to become director he can be shareholder and in that case no need to apply for DIN.

  45. Madam,

    I visited your Blog. It is very informative.

    I have a query regarding Registration of a Company by Foreign National.

    As per MCA Site, Register a Company for Foreign Company Registration, the site says that Foreign National desiring to register a Company need not obtain a DIN & Digital Signature. Form 44 need to be submitted. Little confused about the same.

    Whether without DIN Nunumber and Digital Signature, Foreign Company can be Registered in India ?

    pl reply and Clarify

    • If you are registering Foreign company in India, then there is no need to apply and obtain DIN for Directors of a foreign company but the DSC of the authorized representative is mandatory, which again is not required to be registered on MCA Application.
      Form 44 needs to be submitted online.

  46. Hi,
    Does adding India/Global/International in a company name require me to get some sort of permission and will adding that to company’s name increase the capital requirement of the company. Thanks in advance.

    • You can add Indian in the proposed name. But you cannot add global or international in company name. Please refer recent circular issued by MCA regarding using of name nation ( Refer circular number 2/2014)

  47. Hi,
    First of all i want to thank you very much for righting this Blog. It very very helpful for the people who are trying to start a new company In India.

    I registered a company in U.P one month back.Now i want to know what are the post registration requirements. What operations we should do for smooth running of the company ?

    • Thanks for your comments. After incorporation of private Limited company, you should obtain PAN TAN in the name of company and other applicable registration. PAN card is required for opening of bank account in the name of company. Please visit my blog to check formalities after incorporation.

  48. Can i start a Pvt Ltd company in my own residence. Do i need to put a board outside. Pls assist.

  49. Hello Madam,

    I want to start a small software startup. But I don’t have 1lakh Rs. now.(niether in cash nor in assets). But I have almost completed my company’s first Software. What should I do?
    Is it nessary to have 1lakh capital at the start.

    Waiting for your reply…

    Thank You.

  50. Hello Mam,I want to convert my small hospital to private ltd.company. Can you Help me.Pleas reply me on my E-mail.

  51. Does a Private Limited needs a local State Trade Licence. Please clarify Since it has already obtained Incorporation Certificate from the Companies ROC.

  52. Dear Madam,

    What is the normal time ROC is taking for action on submission of Form 1A (without certification by CA,CS etc.)

  53. Res. Madam,
    I am in computer education filed from last 20 years. Now I want to start Pvt. Ltd. company related to education institute. How can i do, please guide me.

  54. dear mam, can a foreign company start business here in india n wat r the formalities it has to comply to do business here……thanks

  55. HI, I want to register my new company, for PVT LTD. kindly help me to do so.

    pls. share your contact no. for further discussion.

    Regards,
    Mahesh Bhosale

  56. Hi Ma’m

    1) Can a practicing lawyer hold a director position in a start-up private limited company without surrendering her/ his license to practice as a lawyer?

    2) Can a practicing lawyer be a shareholder in pvt ltd startup without surrendering license to practice as a lawyer?

    3) What documents are required to become a shareholder of a pvt ltd startup

    4) Are rights of shareholder less than those of directors in a pvt ltd startup?

    • As far as Company Law is concerned being a lawyer you can become director and member of the company, but i would advised you to refer code of conduct of Layer. The rights of shareholders and directors are different because of their role, power, rights in company.

  57. What is the status of the company which has not yet opened its bank account ?

  58. Thanks for very detailed information in one place, special thanks for even including the Unknown validity fix for incorporation pdf.
    I recently incorporated.
    Got MOA, AOA and Certificate of Incorporation,is there any thing more I need now or on ongoing basis to be compliant, Knowing these things upfront helps immensely for noobies like me while dealing with professiona CA or any future audits.Regards, VK

  59. Hi,

    Could you pls tell me how to take one external person for a partner/shareholder in a pvt ltd?
    Here, the company have already got 2 partners/directors while it was first formed.

    Awaiting for your valuable help.

    Thanks
    Lal

    • The company will transfer the existing shares to new partner or the new partner will invest amount towards share capital and become shareholder. The company shall complete the process of transfer of allotment to new partner depending upon the situation.

  60. Dear Madam, please help me in the following issue:

    I filed form 1, 18, 32 on 15/01/2014 and paid stamp duty on same day. Officer asked for re-submission of Form 1 stating that MOA has been signed on 7th Jan, 2014 while stamp duty has been paid on 15th Jan, 2014.

    Is there any specific provision regarding date of signing MOA and payment of stamp duty?

    • Actually there is no specific provision regarding date of signing MOA and payment of stamp duty. Now a days, the stamp duty should be paid electronically while filing forms, 1 18 and 32 with ROC. I would advise you to please ask the concerned person of ROC who is handling your incorporation and also please let me know.

  61. Dear madam,
    Is there any additional process to form a multi level marketing or network marketing private limited company ??

  62. Is it possible for an outsider to get the shareholders details of a private limited company from the Registrar of Companies or MCA website?

  63. Dear Madam,

    Please guide if after e-filing, the AoA and MoA are required to be submitted physically to the RoC.
    Also, please tell the stage at which stamp duty is required to be paid. i.e. after/before filing of which e-form?

  64. Hello Madam,

    Greetings!!

    we want to start a maid service company at hyderabad. Could you please let us know the details and your fees for this?

    Thanks,
    Bijay

  65. Res. Mam,
    Is there any rule that the supporting documents for DIN should be in Hindi or English?

    because some of my documents are in marathi language

    So what can I do?

  66. Dear Madam,

    Is there any changes to company formation process and forms involved in due to new Companies Act 2013?

    Further, how can I get to know on the stamp duty for documents in different states?

    Thank You
    Inshira

  67. Hi,

    1) We need around 23,000,000 shares as founders on paid up capital of Rs. 1 to 2 lacs. This is allowed in both US and UK. It should be possible in India as well.

    2) If we’re not allowed to hold 23,000,000 shares, can I authorize and issue 100,000 convertible preference shares at the price of Rs. 3000 each with interest of 7%? Also, can we buyback these shares in future by paying off to the investors?

    3) Can we authorize and issue convertible preference shares at the ratio or 1 to 2, or 2 to 1? Meaning the investor can convert his/her 1 preference share to 2 common shares anytime he/she wants. Or he/she can convert 2 preference shares to 1 common share anytime he/she wants.

    4) Can we issue common shares with premium (e.g. a share of Rs. 1 with Rs.99 rupees premium) in Private Limited Company?

    5) Can we issue Non-Convertible Preference Shares to Foreign investors?

    Thank You!

  68. Dear Madam,

    I’m a resident of New York, USA and want to form a Pvt. Ltd company in India. I’ll be getting foreign investments in the company in future and I’m aware of basic RBI rules. My question is:

    1) In US, company can issue as many shares as it wants to its founders of paid up capital. But in India, can I and other co-founders get total of around 2 crore shares on paid up capital of Rs. 1 lac? It’s very important for us to have high volume of shares. Thus, please let me know. If it’s not possible, please suggest any other ways to have high share volume.

    2) Can the company authorize convertible or non-convertible preference shares at any price it want at any interest? For example, can we authorize 100,000 preference shares at the price of Rs. 2000 each on 8% interest?

    3) Can we have convertible preference shares on conversion ratio of 1 to 2? Meaning each preference share can be converted to two equity shares by investors?

    4) Can we issue Non-Convertible Preference shares to foreign investors? On Jan 6, 2014, the govt. has allowed to do so. But I’m not very sure and confirm. Please check following RBI link published yesterday:

    http://www.rbi.org.in/SCRIPTS/BS_CircularIndexDisplay.aspx?Id=8667

    Please help me answer following questions. I’ll really appreciate it.

    Thanking You in Advance!

  69. Dear mam,
    I have registered my firm as LLP in April 2011. Now I want it to be converted to Pvt.Ltd.

    Most of Professionals are sugesting to wind of the LLP and restart Pvt.Ltd.
    But in this process I will loose the history of 3 years which I do not want it to happen.

    How to resolve this.

    Ashvini

    • As per LLP Rules, LLP cannot be converted into Private Limited company. Hence either you will have to wind up the LLP and re start Private Limited company.

      Update to the comment (made on 14th February, 2014)

      Refer : http://www.mca.gov.in/LLP/faq_conversion.html
      2. Whether LLP would be able to convert itself into company under the Companies Act, 1956?
      This would not be allowed under LLP Act. However, enabling provisions would be required to be made in the Companies Act for such conversion. Necessary action in this regard would be taken when Companies Act would be revised.

  70. I wish to start Pvt. Ltd. Co. and for that One of my address proof Ration Card is in Marathi Language.
    So is there any rule that the documents should be in Hindi or English.??

    • First of all ROC will accept address proof in English and not in Marathi language. It will not accept Ration card as proof of address of proposed company. You can submit electricity or tax bill of the place.

  71. Dear mam,
    I would like build a firm, so what is the basic procedure for that please advice on this… thanks in advance.

    • If you would like to build a firm, then you can register proprietorship firm and obtain shop act licence. After obtaining shop act licence you will have to open Current Bank account in the name of business. Please check whether shop act licence will be required because from state to state the compliances are different.

  72. |Madam

    Is it necessary to file form 20 for commencement of business for private limited companies under the new companies act 2013 or it can start buisness after getting certificate or incorporation.

    • Yes it will be necessary to obtain commencement of business for private limited company under the new Companies Act 2013 and certificate of incorporation will not be final certificate. You will have to check the new form which will be corresponding to earlier form 20. I would advise you to wait till enactment of new act.

  73. Dear Madam , please help
    Promoter and director of private limited as per AOA and MOA are as follows:-

    · Ashwin

    · Aditi

    2. Appointment of new director :- Anirudh

    Ashwin and Anirudh has decided to commence a new business. But for company incorporation purpose Ashwin and Aditi’s documents were used.

    We have obtained Anirudh’s DIN.

    Initial capital of Rs. 100,000/- will come from ashwin and Aditi because they have subscribed to 5000 shares each.

    Actually Anirudh is bound to give Rs. 50000/- as capital because company is formed by Ashwin and Anirudh.

    Please help

  74. Meenal Ji,

    Thanks for this deep & fruitful information related to new company formation in this easiest way.
    I have a proprietor firm in Haryana. Can I merge this firm in new pvt. ltd. company with same asset & liability of prop. firm ?

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