Step by step guide to Formation/Registration/Incorporation of a Private Limited Company, in India.
*** Updated as on 26th July , 2013***
What’s changed ?
- Power of RoC (Registrar of Companies) to obtain Declaration/Affidavit from Subscribers/first directors at the time of Incorporation. Refer General Circular No. 11/2013 dated 29.05.2013
- Addition of the Format of Declaration/Affidavit from Subscribers/first directors at the time of Incorporation
Minimum requirements for the Private Limited Company
- Minimum 2 Directors
- Minimum 2 Shareholders
- The directors and shareholders can be the same person
- Minimum Share Capital shall be Rs. 100,000 (INR One Lac)
- DIN (Director Identification Number) for all the Directors
- DSC (Digital Signature Certificate) for one of the Directors
Step 1. Get the DIN (Director Identification Number) & 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 DIN Application in case of Indian Applicant
a) Address Proof: Copy of passport / driving license having pin code / electricity bill / telephone bill / Election card / Bank statement certified by Bank Manager (should not be older than 30 days), also PIN code must be mentioned on the address proof.
b) Identity Proof: Copy of PAN Card (Income Tax Permanent Account Name is mandatory in case of Indian National and in such cases applicant details should be as per Income tax PAN)
c) One Passport Size color photograph
d) Email Address of the Applicant *
e) Mobile/Cell Number *
f) Current Occupation *
g) Educational qualification *
h) Affidavit to be signed by an applicant * (It shall be notarized on Rs. 10 stamp paper) vide Ministry of Company Affairs Notification dated 25.12.2012.
1. All the documents require “Self attestation”.
2. In case of Foreign national or NRI, passport copy is must and identity proof and address proof should be notarized by an Indian Consulate of home country. The Address proof should not be older than 1 year from the date of filing of form.
3. While making DIN Application following details are mandatory :
First Name, Middle Name, Last Name, Details of father of an applicant (even in case of a married woman)
4. In case of a Married woman, copy of the Marriage Certificate is required (If DIN needs to be in the “Changed Name”)
5. Refer “Common Causes of DIN Rejection” (http://www.abhyankarcs.com/docs/DIN_CommonCausesRejection.pdf)
6. * items are a mandatory field of DIN 1 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 drivers’ 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
b) All other documents are same as required for the DIN Application
Note : All the documents require “Self attestation”
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
Promoters may also search for the Trademark using http://ipindia.nic.in/ Website Check Trademark (If they are going to apply for the Trademark, in future)
Step 3. Application for the Name availability
After drafting of Main Object of the proposed company, need to file e-Form 1A 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: The name availability guidelines issued by MCA should be followed.
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.
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.
If one of the subscribers is a Foreign National or NRI, the subscription page where he/she is supposed to sign on the Memorandum and Articles of Association, should be notarized by an Indian Consulate of Home Country.
Step 5. Filing of e-forms with ROC (Registrar Of Companies)
Following Forms to be filed/uploaded on the MCA Website
a) Form1 (Incorporation document), along with MOA & AOA
b) Form 18 (For Notice of situation of the Registered office)
Attachments to e-form 18:- (Refer Notification dated 25.12.2012)
1. Proof of Registered address shall be attached to e-form 18.
2. No Objection certificate from the director if the registered office is owned by the director (not taken on lease by the company)
3. A proof that the company is permitted to use the address as the registered office of the company if the same is owned by any other entity /Person (not taken on lease by the company)
For Form 18, a certification from CA/CS/CWA (in Whole Time Practice) shall be required that he/she has personally visited the new address and verified it and given opinion that the premises are indeed at the disposal of the applicant company.
c) Form 32 (Notice of Directors with their personal details)
d) Power of RoC (Registrar of Companies) to obtain Declaration/Affidavit from Subscribers/first directors at the time of Incorporation. Refer General Circular No. 11/2013 dated 29.05.2013
Need for such declaration : The Central Government, as per it’s experience realized that there were some companies who accepted fraudulent investments / deposits without complying the provisions of SEBI, RBI and other authorities. In order to avoid such fraudulent acceptance of deposit and non registration under the Government schemes, it is felt necessary to obtain declaration from promoters and directors of new company while incorporation process. Hence Ministry of Corporate Affairs passed General circular No. 11/2013 dated 29th May, 2013 and made it mandatory for new companies to give declarations that no funds would be collected without meeting the applicable norms of SEBI, RBI and other authorities. In the case of already registered companies, these declarations would be required whenever the company changes its objects of business. Thus, to protect the interest of investors as well as of depositors such step has been taken seriously by the Ministry.
Format of declaration cum affidavit Subscribers/first directors at the time of Incorporation : There is no prescribed format provided by the Ministry of Corporate Affairs. The attached format is normally acceptable to the Registrar of Companies. Download the format.
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.
Please refer to the “Fee Calculator” link on the MCA Website for the ROC Fees.
To know more about each Form, you may checkout the options “Company Forms Download” on the Left Panel on MCA website or just checkout following URL. This URL also display the links to Instructions Kit (describing how to fill up the specific forms).
In order to know the Total statutory fees, note down the fee for the following forms from the dropdown :
Form1A, Form1 (select option “Incorporation of other companies”), Form 18 (select option “Shifting of Registered Office within ROC”, even if it’s not a shifting), Form 32.
Click on the “Calculate Fee” to get the individual form fees & add up all the individual form fees and the “Stamp Duty”. Please refer to the “Stamp Duty” link on the MCA Website. Note : Stamp Duty varies as per the “State” in which the Company is to be registered.
Step 7. Verification of documents / forms by ROC
After payment of all stamp duties and ROC fees, ROC scrutinizes all the documents and forms. Now Form18 and Form32 are approved immediately through “STP” (Straight Through Process) and Form1 is scrutinized by ROC in detail. In case of any objections/queries raised by ROC, resubmission of forms may also require.
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. softcopy (having digital signature of ROC Registrar). Once the Incorporation Certificate is received, Company can start it’s operations.
Note: The Certificate of Incorporation 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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