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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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.

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

  1. mam, my query is about name approval. i want to apply for name- MAKINGINDIA MERCANTILE PVT LTD
    do i need to take CG permission before applying for the name or i can apply it in normal way? because india word is coming between name.
    and thanks because your blog is very helpful

  2. Thanx for valuable information. i want to talk to you regarding form a new company, at what time i have to call you.

  3. Hello Mam,

    If a PVT LTD wants to acquire Foreign Invest how to draft such a clause in MOA?

    I have drafted a point in Other Objects as follows:
    -To acquire Foreign Investment by way of issuing shares and debt securities by fulfilling relevant norms of FEMA,1999, guidelines of the RBI, acquiring permissions of relevant authorities or Board, all other applicable statute.

    Is is correct? If not, kindly help.
    Thank You.

    • See if the following clause will suite your MOA:-
      To enter into agreement, partnership or collaboration or joint venture or into any arrangement for the business or its development or expansion or for sharing of profits, amalgamation and to promote and paid in promoting, constituting forming and organizing companies or partnership for the purpose of acquiring and undertaking any property and liabilities of the company and also to pay for any properties, rights or privileges acquired by this Company either in shares of the Company or partly in shares and partly in cash and to give shares or stock of this Company in exchange for shares or stock of any other company.

  4. Dear Mam,
    We are 4 person decided to build a private limited company(Sftwear + Online shopping+ food supply). i have some query written bellow plz rply.
    1-Can we 4 person register as directer.
    2-If not than give any suggest.
    3- what the mandatory documentation for directer.
    4-If some one working in a private limited company can he reg as a directer.
    5-Plz tell the process and required document for private limited company.
    6-Promoter details also.

    • 1. Yes, 4 person can register Pvt. Ltd
      2. Please refer “Step by Step procedure of formation of Private Limited for list of documents and process of registration.
      Please call me if you want me to help you.

  5. dear ma’am i have already uploaded inc-7 and dir-12 on 08/02/2015, i want to know how much time it take to issue certificate of incorporation????

    • It will depend upon Registrar of companies within whose jurisdiction, the form is filed. Normally it would take at least one week to know the status of approval. if you think that more days have taken, then please raise complaint and provide track number to the concerned Registrar of companies.

  6. Maam can i add “vrindavan” in my conpany name??? can i use name of a place ???

  7. Query regarding INC 22 (pvt co.).
    Utility bills are not available in the name of the owner. Owner is another private company. Bills are in the name of some other firm.
    Is there any option available?

  8. Dear Madam,

    My query is in respect of Form INC 22 for incorporating a private company. The owner of the registered office (another private co.) do not have any utility bills in its own name. Utility bills are in the name of some other firm.
    NOC has been taken from the owner and ownership proof is also available.
    Now, what is required to be attached in lieu of the utility bills..

  9. Can in add india word in company name?? or what is condiation to include india word without bracket?
    Eg XYZ INDIA TECH PVT LTD

  10. Dear Ma’am – I want to set up a Private Limited company and I have the following queries :

    1. What is the minimum qualification and eligibility criteria for becoming a director in private limited company?

    2. Can there be a single Director/Member in a Private limited company?

    3. Can more stakeholder/director be included in the company after the incorporation/after operations of one year or more ?

    4. What is the total capital required for incorporating a private limited company?

    5. Can a non-working individual/housewife start a private limited company?

    6. Is it possible to start a Pvt Ltd company without promoters?

    7. Can the promoters be the family members ?

    I would appreciate your valuable time in providing me the answers for these queries. Thanks in advance.

    • 1. There is no specific criteria for becoming director in private limited only he/she must be major as far as age is concerned.
      2. Yes as per new Companies Act 2013, there can be a single director and one member in private limited company, it it termed as One Person company (OPC), where one member can establish private company.
      3. yes
      4. Minimum authorised and paid up capital is Rs. 1 lakh
      5. Yes, non working individual/ housewife can start company
      6. no, without promoters company cannot be started.
      7. yes.

  11. stamp value of undertaking for INC22

    • While submitting form INC-22 for situation of registered office, the permission shall be given by owner of flat. In that case it is good practice to give permission duly notarised on stamp paper. Normally from state to state the value of stamp paper varies. Normally in Maharashtra, it is notarised on Rs. 100 stamp paper.

  12. Thank you very much Ma’am for your prompt and precise reply about Form INC-21. However, I still have following questions in mind ? Will you kindly favor with your guidance about the same.

    Q.1 Cannot company start its business before filing INC-21 ? Do we have to wait till ROC approves INC-21 submission and grant any formal permission to commence business ?

    Q.2 Please also let me understand that once the wholly own subsidiary of a foreign company has been established, is there still any other RBI formalities/permission remain to be fulfilled ? Does ROC not consider this part before issuing Certificate of Incorporation to a wholly owned subsidiary private company having a foreign company/national as the
    subsribers of a MOA/AOA?

    Thanks and regards,

    Janak Soni

    • The company can start its business before INC-21 but for income generation or revenue point of view, it has to file form INC-21 with Registrar of Companies and then commence business.

      After formation of wholly owned subsidiary of foreign company, the foreign company shall remit the amount towards first subscription money and the Indian company shall report to Reserve bank of India about the remittance and file FC-GPR within 180 days from the date of remittance. Kindly refer FDI poliy.

  13. Hi ,

    I am registering for a new company (OPC ) , for that I need DIR-3 , Form INC-1 , Form INC-2 .
    First ,I’m filling DIR-3 ,in which there’s a column for CIN NO. / COMPANY name . Although, I am applying for a new company how can I fill that column. Form does not submit if I leave it blank .
    Secondly , It asks for Digital Signature by the director .Again , DSC form needs DIN no.

    Kindly , help me to get through this.

    Thank you so much .

    • Assuming that you must be talking about INC-1. When you are filling up Form INC-1 for the first time for incorporation, then you have to select new incorporation option and then proceed further. Then the form will not ask you to mention CIN of company. Yes, for every director who is applying for DIN after implementation of Companies Act 2013, shall apply for Digital signature certificate and then apply for DIN.

  14. Hello Mam

    One of my Client want to form Finance Company, having main object “money lending”.

    The promoters have money lending license issued by Government of Maharashtra.

    So on the above license can we make new company

  15. Dear Meenal Madam,

    At the outset, let me wish you a happy and prosperous new year.

    Ma’am, I need your valued guidance regarding filing of INC-21 for commencement of Business of newly incorporated private company.

    Could you please provide the detailed information about what is INC-21 and how/when it is to be filed ?.Can it be filed electronically ? Is it compulsory to file this form through practicing Chartered Secretary ?

    Looking forward to your useful guidance as usual.

    With thanks and best regards,

    Janak Soni

    • Form INC-21 is required to be filed after incorporation of company to Registrar of Companies. Pursuant to Section 11(1)(a) of the Companies Act, 2013 and Rule 24 of the Companies (Incorporation) Rules, 2014, it is a Declaration given by the company prior to the commencement of business or exercising borrowing powers. As per Act it is to be filed with Registrar within 180 days from the date of incorporation. It is to be filed electronically and certificate from Practising Company Secretary / Chartered Accountant/ CWA is to be attached to the form.

  16. Mam, does company or auditor need to file any form to ROC in respect of appointment of first auditor by board of director as per new companies act?

  17. Dear Mam,

    I am facing a problem ie the din entered for director upon signing of e form does not correspond to the DSC AFFIXED. while uploading the inc-7 in MCA21 portal.

    so please guide me how to upload it.

    • Before filing form INC-7 online, please register Digtial signature certificate of concerned director on MCA posrtal. I.e. please roll check the DSC of director and then attach DSC to INC-7 then you will not get this pre scrutiny error while uploading.

  18. Hi,
    I want to form a pvt. Ltd. Company with capital of rs.2 lakhs. No. Of Director-3, have no DSC & DIN. To get so please guide me.

  19. It is very useful. I believe certain documents or forms are to be attested by a Notary You may indicate these. Are there any further specific additional procedures for each ROC? these may also be indicated and if available on website the link can be appended

    Thanks for useful information

  20. MADAM my private ltd company is registered and all the formalities almost has done. plz guide me how to start business. i have to look for distributor or retailers plz help.

  21. pls suggest which type of DSC i shud obtain..i mean sign type or sign & encrypt. What does it mean and wht are its purposes..i want to make DSC for incorporating company..so which is to be selected..and why..
    thxs

  22. First of all i wud like to thank for creating such a nice article on company formation.
    one query:
    When i’m filling DIR-3, it requires DSC of applicant,so it means first i hv to apply for DSC,then only i can apply for DIN..Am i right..?Also for Address proof,document should not be older than two months…is this condition is for electricity or telephone bill or it applies all i.e. Voter id,etc. Actually my voter id has been made two yrs ago..thxs for reply in advance..

  23. Hello mam, i am a banker. pls confirm that if a company changes its name then is it necessary for the company to have moa and aoa with new name or it can continue to use old moa and aoa with previous name?
    pls guide.

    • When there is application for change of name, depending upon the nature of business, an applicant has to choose option whether to change the object or not. Accordingly he may apply for change of name. If there is drastic change in the business nature, then it would be advisable to change the object as per name.

  24. I am an article student,We are incorporate A pvt.ltd Company which has five subscribers to memorandum…does all the five subscribers need to submit INC-9. please answer this query

  25. Hi nice article mam. I have a small doubt, can we have one director for a pvt ltd company or it will be treated as one person company if there is only one director. Also do we need to get digital signature for both the directors or only one digital signature on one directors name will do. Thanks in advance

  26. thank you for the information its delight to have entire procedure in simple steps

  27. Dear Madam, My private company is incorporate before Companies Act 2013. But now, there is a change in directorship in that company. Meaning thereby, One director is appointed and other one is resigning. Now, Question is that in Form DIR-12 as a attachment it that form, is it mandatory to fill up the FORM- MBP-1 and to be filed with ROC ?…..

  28. Is process for forming trust and section-8 company is same?

  29. my private ltd is incorporated on 1st Feb-2014. Which is the due date of holding first Annual General Meeting ?

    Gautam

    • If the first financial year is 31.03.2014 then due date of holding AGM is 30.12.2014.
      As per new company act 2013, the company registered in January or february or march can have 15 months accounting period.

  30. What is the procedure for appointment of auditor if private company is incorporated on 24th January, 2014. ? Kindly reply in detail…

    • the company shall pass board resolution in the first board meeting and furnish appointment letter to CA. His appointment will be from date of Board meeting till conclusion of First Annual General meeting.

  31. Very Helpful Article Mam..Thanks.

  32. Mam

    I want to know whether INC 8, INC 9 and INC 10 and affidavit for non acceptance of deposit are required on stamp paper and if yes, then amount of stamp paper and which documents needs to be notarized. The relevant place is New Delhi for rates of stamp paper.

    It will be a great help if you give your valuable reply.

    • Sorry for delayed reply. INC-8 is declaration to be given by the professional. INC-9 is declaration and INC-10 is specimen signatures of directors or promoters. All these are to be printed on stamp paper ( stamp duty will vary from one state to another) and documents shall be notarised from Notary. I think in Delhi, the stamp paper will be available for Rs. 10/20/50/100 rupees.

  33. Thank U for these information. u r really best. Thank u.

  34. R/m
    Kindly give me procedure,
    1) how to form pvt ltd company,
    2)where to submit form,
    3)fee structure
    4) require documents

  35. I HAVE GOT NAME APPROVAL BY INCORPORATION OF A PVT LTD FOOD COMPANY I WANT TO KNOW THE FURTHER STEP BY STEP PROCEDURES IN DETAILS PLEASE HELP MAAM

  36. in-case if the both the applicant r not graduate, the primary is middle school drop out and the other is a higher secondary completed one, but successfully running there business till date. can we start a pvt ltd concern.
    the second applicant wife is a mba graduate.

  37. Is there 1 lac minimum paid up capital is must in account at the time of incorporation of pvt ltd company. I want to start software services.

  38. mam, how can i incorporate a company other than small company with 100000 lakh authorised capital.

    i have formed 2 companies in last few days but the payment which MCA demanded to me was applicable for small company.
    MCA demanding MOA fee 2000 which is applicable for small co. but i want to pay 5000 because i want to form a company other than small company

    • Please read Section 2(85) of Companies Act 2013. The defination of small company is very well defined. Based upon paid up capital or higher amount as prescribed in rules, the company shall pay fees. Also please read fee schedule under company law.

  39. Hi , i am NRI and wish to open pvt ltd company with two directors , do advide how many minimum no of days i have to be present in india in a year .
    regards
    ratan

    • If you are staying out side India and want to form a company, you can do so. It is not required to be present in India for setting up the company. you can send notarised documents from your home country and obtain registration.

  40. Hello madam

    what is the procedure to convert Proprietorship in to pvt ltd company under companies act 2013

    what are the things to be take care under this process ?

    guide me in this regard

    • HELLO MADAM

      LET ME THANK FIRST

      I GOT REPLY TO MY POST VIA MAIL..IT IS VERY EASY TO UNDERSTAND …BUT QUESTION IS NO SO THAT..YOU SENT ME THE FORMATION OF PRIVATE LIMITED COMPANY, BUT ACTUALLY MY QUERY IS HOW TO CONVERT PROPRIETORSHIP TO PRIVATE LIMITED, WHAT ARE THE THING TO BE TAKE CARE FOR CONVERSION TO AVOID CAPITAL GAIN TAX, AND PRACTICAL PROCEDURE OF CONVERSION, AND POINTS TO BE MENTION IN THE MOA & AOA FOR THE SPECIFIC PURPOSE ( CONVERSION ) GUIDE ME IN THIS REGARD

    • Conversion from Proprietorship firm into Private Ltd company shall mean taking over all assets/ liabilities of firm by New company. You need to draft object clause of Memorandum as the firm shall be closed after registration of company and all assets and liabilities of Pvt. ltd shall be automatically transfered to LLP.

  41. PERFECTLY DRAFTED…THNX..

  42. I am planing to start a Private Limited company.

    Do i need any CA or consultant to proceed the registration process? or can i do all these process myself?

    If there is a possibility to do it myself, will i face any issues?

    Please give your inputs…… Thanks

  43. Does we require DSC for all the directors while applying for their DIN number…

  44. Hi Mam,

    Is it mandatory to file letter of appoint of director in case of incorporation of new company, if yes then who will sign the letter.

    Pl. reply

    Regards,
    Himanshu

  45. Ma’m, very well written and thorough.
    But one query, under “attachment to INC 22 form”, point no. 3 is “No Objection certificate or Permission To Use”…this point is not clear, can you please clarify who is to provide this NOC and how to get it? Thank you.

  46. I am a CA & CS & would like to say your clarifications quite meticulous & absolutely user friendly. Pl tell me how to take print out of the procedure on your website. Or its not possible. As every time we need to open up your website to get clarification on any point.

  47. In INC 7 instead of writing 1,00,000 Subscribed capital; I have written 5,00,000 Subscribed capital. Kindly guide me how can I rectify this after Incorporation.

    • If you have filed form INC-7 with paid up capital Rs. 5 lakh and on Memorandum it is specified as Rs. 1 lakh, then i think ROC will raise query and request you to resubmit form after doing correction.
      if the company is already registered then you cannot rectify now.

  48. ma’m, we are going to form a new company
    and there will be various wings of operation such as infrastructure, education etc. can we proceed with various such objectives ?

  49. i have get the name approval for a private limited company. but now the promoter wants to incorporate a public limited company with same name. my problem is while filing for INC 1 it says name was already approved. then what will be the option for getting the same name approved with llimited.

    • If you have got name approval letter from ROC for private ltd company, you cannot use the same for public company now. This name is blocked for 60 days from date of application to other users. Hence either you will have to wait for 60 days if you want to use the same name for public company or apply with fresh name application in e-form INC 1.

  50. Dear maa’m
    Once INC 1 is filed how much time it will take for the proposed name to get approved?

    Thanks
    K

  51. Hi i am CA Ashish,this article drafted very well and full information is provided in concise manner.thanks

  52. Thank you madam, for the EXCELLENT information. thank you very much

  53. Madam you are really doing a great job… could you please tell me where i will get MOA and AOA and how to complete this step where to obtain this certificates…

  54. Excellent work.Simple step by step explanation of the procedure of Company formation.

  55. Thank you so much for information.

    I would like to start agriculture company in Jharkhand, so please suggest me the procedure.

  56. mam, i have filed inc-7 with all attachments but ROC marks my SRN FOR Resubmission
    displaying message- required father’s nae of subscriber and total no. of shares in subscriber page form should be resubmitted by 1.11.2014
    following form should be re submitted
    1. Form1

    mam i am unable to understand what they are demanding because i prepared moa&aoa as per new companies act

  57. Dear Madam,
    I want to Start My own business in IT Field. but i dont know the procedure to start legal business. what documents required for that? Employee will 4 to 5 persons i want their salary in bank account. my office location will be in Nasik.

  58. Ms.Meenal really good efforts..Easy to understand procedures step be step.All the best.

  59. Hi!
    In case of new company Incorporation,Is INC-10 required only in case of company not having share capital?

  60. We have a Pvt. Ltd. Company. But now we want to take some unsecured loan from another Pvt. Ltd. Co. & share holder. How to take the loan? Pl tell us the procedure.

    • If loan is taken by Private ltd from its members, it will be treated as deposit as per Section 73 of Companies Act 2013. The Company shall be required to repay the same deposit within one year from the date on which such payment are due.

  61. Thank you mam, for the deep and such a useful information. This will help me a lot..

  62. thanx!! mam for give a simple formation of a company

  63. Hello Mam,
    I have a client who is a foreign national & wishes to form a private limited company as early as possible. I want to ask you is it mandatory to provide PAN card for ID proof.
    Will my application be rejected if PAN is not provided in case of a foreign national. Do reply. Thank you.
    By the way your article is superb, as it gave me a lot more insight on how to form a company & would surely help me to form one.

    • Thanks for your comment. If the person is foreign national, for applying DIN (Director identification number), his passport copy is mandatory and in case of Indian national, PAN card copy is mandatory as per DIN Rules. hence passport copy shall be considered as identity proof in case of foreign national.

  64. Hello Mam,
    first of all your blog is very informative.. thanks for hosting this…

    My Query is I am applying for a DIN1. it requires an affidavit to be submitted. Do you have any idea as who can help me with a Stamp Paper.

    Secondly, with all attested document from CGI, can i directly upload to mca?

    thanks

  65. Dear Ma’am,

    I have to questions which I cordially request you to respond:

    1. Under which Section of new companies act
    2013, subscribers to the memorandum are deemed to be the first directors of pvt.ltd.company? ( Earlier it was Sec.254)

    2. After incoporporation of Wholly owned subsidiary in India where in 2 directors are foreign nationals and 1 directors is Indian,

    (i) where and how we can hold a meeting and pass initial resolutions for opening bank account, appointment of directors, adoption of seal, appointment of auditors etc. If meeting is held in foreign country, Quorum of 2 directors will be present, but not in India. How we can proceed ? Can we pass all these resolutions by Circular ?

    Your valued guidance is greatly solicited

    Thanks and regards,
    Janak Soni

    • (1) 152. (1) Where no provision is made in the articles of a company for the appointment of the first director, the subscribers to the memorandum who are individuals shall be deemed to be the first directors of the company until the directors are duly appointed.
      (2) Section 149 Chapter XI of Companies Act. The company can hold board meeting outside India and pass required resolutions where two directors will be quorum. now a days meeting through video and audio conferencing is also possible.

  66. Dear Madam,

    We have consulted one CA for private limited formation. We have given required docs and money. DIN number has generated on both the directors and name avialbility also done. Its been one month he is not giving the COI. And saying approval has not come from the MCA. Kindly give me a suggetion Thank you

    • As per new Companies Act 2013, the name is valid for registration for 60 days from the date of making name application with the Registrar of Companies. CA can check the transaction status of filing incorporation documents on mca.gov.in by log in. The Registrar take few days to scrutiny the document and the issue certificate of incorporation. Please request your CA to give you Service Request Number (SRN) and you call Registrar of Companies within whose jurisdiction you have filed documents such as INC-7, DIR-12 and INC-22. The concerned person of Registrar will provide you information.

      • Hi Mam,

        Thanks for revert me back, His not at all co operating and helping. If i want to meet any other CA, what docs i should give to him. can you provide any contact person(CA) in Hyderabad so that i can take help to process my COI.
        he has provided me one number SRN C18683722. Is this a valid one. Thank you

        • If the previous CA has uploaded form of name application on your behalf he can check the status online. Now, if you yourself want to know the status of name approval, you can directly contact or meet Registrar of Companies office.

  67. Thanks mam….. for the deep information relating to formation of new company in easiest way…

  68. Dear Mam,

    I am forming a pvt co whose business will be making of electronic gadgets which is more like fabrication. Does it amount to manufacturing?
    If it amounts to manufacturing , then when should the authorized capital be 10 lacs? Is it when the word manufacture is used in the name or when the objects clause has the word manufacture.

    Please reply as soon as possible.

    Thanks in advance

    • As per my opinion, making of electronic gadgets would be manufacturing process. Now as per new Companies Act 2013, it is not specified that so much of authorised capital would be required for the companies which names cover the word manufacture, India etc.

  69. would pls tell me if a foreign national apply for DIN and he lives in India on Business visa what is address proof can be provided.

    Since he has no address proof in other country and get visa extent every time.

  70. Dear Madam,
    One of my client has got two DIN numbers and both has been used in the past with different companies. He has already resigned from all companies and now he wants to be a director in a new company. Can we surrender the Latest DIN and use the first DIN in future? If we use DIR5 form to surrender DIN, then he has to declare “I never been director in any company and DIN has been never been used”. How do we surrender when DIN is already used?

  71. Meenal ji,

    I have two queries:

    1. Earlier we were uploading form 18 and 32 along with form 1 but now INC-22 needs rent agreement and DIR-12 requires appt letter so it is not possible to upload them along with INC-7. Is there sum way out so that we can upload all 3 forms together?

    2. Can we prepare INC-8 on plain paper or stamp paper is required?

  72. Hello Mam,

    I am going to start a Mushroom Production farm in chattisgarh ,which i want it to make as a PVT LTD company and also with 2 directors but what would be my first step i am unable to understand ?
    please tell me all the process till last …..!

  73. dear madam,

    i have applied for pvt.ltd. company four month ago and give the all document my CA but now he is again asking for Rent Receipt, photographs of company registered office address with flex board, mention company name , address, phone no,telephone no,website.

    my question is flex board is necessary in photos of company registered office. while

    till now i have not received company registration no. and certificate

    • You will have to provide rent receipt, but providing photograph of company registered office address is not mandatory. It is just a formality to take photos. After incorporation you will have to affix name board and telephone number, CIN of company.

  74. Dear mam,

    I have successfully incorporated the pvt. ltd. co. and also my INC-21 form is approved but mam the problem it that while filing the INC-7 I had by mistakenly mentioned the wrong pin code so the same was considered in my registered address. So,now I want to change the pin code of the registered address so what is the procedure for the same.

    Thanks in advance.

    Regards,
    Saurabh Shah

  75. In Form DIR-2, what should be mentioned as a Designation (if the person has become first time director in a new company)?

  76. mam, please tell about form MGT-14,

    if a person is working as a director in 10 companies, do director need to file MGT-14 , on behalf of all the company or only one company??

    • If the person is a director of 10 companies and interested in contracts as specified in Section 184(1) and Rule 9 and form MBP 1 of the Companies (Meetings of Board and its Powers) Rules, 2014, then he has to give MBP 1 signed to each companies and these 10 companies have to file e-form MGT-14 with the Registrar of Companies.

  77. Can I give my permanent home address (which is situated in other state) as registered office address for pvt. ltd company?

  78. Dear Mam,

    I had submitted Form INC-21 but it’s marked for resubmission stating that ‘CA/CS declaration along with the expenses not attached’ so exactly what do they require in that declaration and what expenses should be mentioned because such requirement is not mentioned anywhere nor I am getting any idea regarding it.

    So kindly help regarding this.

    Thanks In advance.

    Regards,
    Saurabh Shah

    • While submitting form INC-21, CS /CA professional shall be required to provide declaration. The text is mentioned on the last page of INC-21 which says as follows
      Certificate by practicing professional
      I declare that I have been duly engaged for the purpose of certification of this form. It is hereby certified that I have gone
      through the provisions of the Companies Act, 2013 and rules thereunder for the subject matter of this form and matters
      incidental thereto and I have verified the above particulars (including attachment(s)) from the original/certified records
      maintained by the Company/applicant which is subject matter of this form and found them to be true, correct and complete and
      no information material to this form has been suppressed.

      I further certify that:
      i. The said records have been properly prepared, signed by the required officers of the Company and maintained as per
      the relevant provisions of the Companies Act, 2013 and were found to be in order;

      ii. All the required attachments have been completely and legibly attached to this form.

      The details of expenditure for purchase of stamp paper need to be mentioned in the form.

  79. Hello Ma’am,

    I am planning to startup as a Pvt. Ltd. Company. My question is… If 1 of the 2 proposed directors is currently employed with some other company, can the incorporation still be done without him having to leave the job immediately.

    Thankyou in advance!

  80. I have submitted INC-7, DIR-12 and INC-22. MCA returned back with remarks.

    1.INC-22 Ownership proof not filed — what documents should attached.
    2.Private company definition to be worded as per C.A.2013— where to define.
    3.Clauses of MOA may be numbered as per Table A of schedule I.– Done as per new format only.
    4.witness to comply with Rule13(1) of INC rule.– What it means.

    • 1. Utility bill, papers of property as registered office address
      2. Please refer Section 2(68) of CA Act 2013 and mention in the Memorandum of Association after the interpretation.
      3. Specify 1st, 2nd,3rd,4th and 5th as Sr. No. in the MOA.
      4. As per Rule 13(1) they have to give statement on the subscription sheet of Memorandum and Articles of association.

  81. Madam,

    We are converting a proprietorship firm into pvt. ltd. company.
    Proprietorship firm, as per their tax audit report, has capital of 10 lacs. The balance sheet filed as per tax-audit includes personal assets also.

    1. If the firm is taken-over by pvt. ltd. company, Is it possible, we can transfer required business assets only like debtor-creditor, secured loan and related assets/ liabilities by preparing agreement accordingly.

    2. If the paid up capital is to be kept at Rs. 1 lakh. Net Asset value is 10 lakh.

    Can we issue shares at a premium at the time of incorporation?

    Can we show amount of Rs. 9 lakh as unsecured loan of proprietor who is going to be promoter-director at the time of incorporation?

    • Whatever would be capital of proprietorship firm you need to show as authorised and paid up capital because it is conversion of firm into Pvt. ltd. All assets, liabilities and capital will be taken over by company while conversion.

  82. hj,
    i want to is it mandatory to have minimum 2 director for formation of pvt. ltd. company or have any other option to go with single director according to any new rule or anyhow any other way.

    • For Private limited company minimum two directors are required. In case of One Person company, one person can form company with only one director and one member. This One Person Company ( OPC) is new concept in the Companies Act 2013. The one person can represent his own company without having 2nd director and member.

  83. Dear Ma’am,

    Can you please enlighten me about the prescribed time line by which Private Limited Company in India could be registered if all requirements are met with in time ?

    Second, if an application is made for the registration of Wholly Subsidiary Company of a foreign company in India, which aspects are assessed by the ROC while giving the Certificate of Incorporation ? Please educate.

    • Normally it would take 20-30 days to form company in India depending upon the documents submitted, suggestions given by the Registrar. If the application is for registration of Wholly Owned Subsidiary, the Registrar will check the certificate of incorporation, articles, board resolution of Parent company ( i.e. holding company).

  84. Dear Ma’m,

    Can you please tell that how franking will be done on Form INC 9 where Director is Foreign national and how to do notary on such affidavit?

  85. Need some guidance for the conversion of partnership firm into a private limited company under the new companies act 2013. I understand that the rules do permit a partnership firm or LLP to convert into a private limited company but the forms to be filed with the ROC only refer to LLP details. Some regional ROC offices are taking the view that since the forms do not mention normal partnership firm, conversion of the same into private limited company directly is not possible. Kindly advise

    • Partnership firm can be converted into Private Limited. LLP cannot be converted into Pvt. ltd.
      For conversion of Partnership firm into Pvt. ltd there is no separate e-form provided by the Ministry. You need to simply apply for name by filing e-form INC-1 along with partnership deed, shop act licence, pan card copy of firm and other relevant documents.

    • Partnership firm can be converted into Private Limited. LLP cannot be converted into Pvt. ltd.
      For conversion of Partnership firm into Pvt. ltd there is no separate e-form provided by the Ministry. You need to simply apply for name by filing e-form INC-1 along with partnership deed, shop act licence, pan card copy of firm and other relevant documents.

  86. I have submitted form INC 21 and it has been approved by ROC. My doubt is do we get certificate of commencement similar to Certificate of incorporation or any other letter or acknowldge on approval of the form?

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