Step by step guide to Formation / Registration / Incorporation of a Private Limited Company, in India.
An Easy Way of Incorporating a Company in India using “SPICe” Form
As you must be aware that for incorporating a private limited company with minimum two members and two director or One person company having one director and one member, it was required to submit lots of documents and information and required to file E-form INC-7,DIR-12 and INC-22. With all these formalities it used to take around one month to register the company.
But from 1st February 2017 onwards, the Central Government has made major changes in incorporation process which would save time of incorporation. It has introduced easy process of incorporation which is termed as “Incorporation through SPICe form”.
SPICe means “Simplified Proforma for Incorporating Company electronically”.
Again, on 26th January, 2018 the Ministry of Corporate Affairs amended e-form SPICe which was available for incorporation during 2017. Due to this new amendment in form, one can apply for name reservation without applying for Director Identification Number.
Here is my take to explain you all provisions applicable and incorporation process under SPICe.
Information about SPICe
- It is termed as E-Form SPICe.
- It deals with the single application for reservation of name, incorporation of a new company and/or application for allotment of DIN (Director Identification Number).
- Form can be filed without having DIN of director.
- Maximum three Directors can fill up their respective details for filing application of allotment of DIN while incorporating a company.
- Once the e-Form is processed and found complete, company would be registered and CIN would be allocated and PAN and TAN will be allotted on Certificate of incorporation. Also DINs gets issued to the proposed Directors.
Minimum requirements for the Private Limited Company
- Minimum 2 Directors
- Minimum 2 Shareholders
- The directors and shareholders can be the same person
- Minimum Authorised Share Capital shall be Rs. 100,000 (INR One Lac)
Steps Involved
With these Amendments, there are following 2 steps available which one can opt for registration process.
Step 1- Name reservation of proposed company by filing RUN (Reserve Unique Name) form on MCA portal and after approval of name, apply for registration of company through e-form SPICe, e-form SPICe MOA , e-form SPICe AOA.
Or
Step 2- Directly apply for registration of company through e-form SPICe, e-form SPICe MOA , e-form SPICe AOA. (Note: This does not require for Name reservation through RUN).
Step 1 : Procedure of Name Reservation through RUN (Reserve Unique Name)
- An applicant can directly apply for proposed name of company through “RUN” (Reserve Unique Name) on MCA portal without having Director Identification Number and Digital Signature Certificate. This RUN form is used for a new company or for change of name for any existing company. You can apply for two proposed names as per preference. All you need is a login User ID and password on MCA Portal (Ministry of Corporate Affairs) and some basic knowledge of internet after making a well informed search about the proposed name on the below mentioned link:
Notes :
For name search on the MCA portal
http://mca.gov.in/mcafoportal/showCheckCompanyName.do
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
For Trademark search on ipindiaonline.gov.in
http://ipindiaonline.gov.in/tmrpublicsearch/frmmain.aspx
After proper check has been made an applicant can apply for name Reservation through RUN form. While preparation of RUN, an applicant shall need to attach NOC in case name requires the approval of a concerned Regulator or Central Government. It is at the sole discretion of the Central Registration Center (CRC) either to approve or request an applicant to resubmit the form. There is only one re-submission allowed.
After name reservation of company, an applicant shall be required to apply for registration of company within 20 days.
Refer Section 4(5)(i) of Companies Act, 2013, ” the Registrar may on the basis of information and documents furnished along with an application, reserve the name for 20 days from the date of approval (in case name is being reserved for a new company”.
Although you feel it is an easy process of name application, there are some pros and cons of the RUN (Reserve Unique Name) as experienced by me:
Pros:
- Auto check about name- Easy to know about name availability. Previously after completion and pre-scrutiny of e-form INC -1 the applicant was getting message about uncertainty of name which was time consuming.
- Lesser time to prepare form.
- It does not require approved DIN (Directors Identification Number) and DSC (Digital Signature Certificate) of an applicant.
Cons:
- New user is required to create login account first before using RUN service.
- Two Proposed names can be applied at a time (earlier 6 names can be applied in INC-1).
- Only One Re-submission is allowed, in case of query. Re-submission is allowed within 15 days from date of raising the query.
- Rs. 1000/- fees for each Fresh Submission
- Need of immediate preparation and submission of RUN once login is made, otherwise the session gets expired.
- Only one attachment is allowed with maximum upto 6 mb limit.
- An applicant shall be required to file SPICe form for Incorporation within 20 days after name approval.
- Lesser time period allotted for Foreign Subscribers/ NRI to get documents apostile, notarised or attestation from Indian Embassy from respective countries after name approval.
- Same user ID to be used for submitting and uploading SPICe (Incorporation form), INC-12 (Incorporation form for Section 8 company) and INC-24 (Application for change of name) forms which have been used for name application through RUN(Reserve Unique Name).
- An applicant has another option for incorporation of company instead of reserving name through RUN and avoiding chances of repeated rejection of names. An application can opt to file SPICe form directly and in the same form he can apply for DIN, Name reservation.
Post amendment Benefit: –
- The Government has substituted Rule 10 of Companies( Registration Offices and fees) Rules, 2014 as per Notification dated 20.01.2018.
- “NO” registration fees if the amount of authorised capital ( in case of OPC and small company) is less than or equal to Rs. 10,00,000/-.
- Five facilities in one e-form SPICe i.e DIN, Name application, registration, PAN and TAN application.
- Incorporation forms can be submitted with the help of PAN number even when none of the Proposed Directors have DIN (Director Identification number)
- Time Saving process if the name is unique and required documents are proper.
- Incorporation possible in few days.
- Only PAN / TAN and Stamp Duty to be paid while incorporation.
- Re-submission is allowed on incorporation e-form SPICe, SPICe MOA, SPICe AOA.
Depending upon the choice and considering the risk factors applicant can opt for any aforementioned option either by applying for name application in RUN at first and then incorporation with the help of SPICe or apply for registration of company through SPICe directly without filing name application.
Step 2: Filing of SPICe form with Registrar of Companies (ROC) within whose jurisdiction the registered office of the company is proposed to be situated, along with SPICe MOA and SPICe AOA.
Steps for filing the SPICe form :
Applicant shall fill up details in SPICe form as follows,
- To select one of the types of companies – (New Company or Section 8 company or Producer company or Part I company).
- To select one of the classes of companies- (Private or Public or One Person Company).
- To select Category as – (Company Limited by shares or Company limited by Guarantee or Unlimited company).
- To specify the Main division code for the industrial activity of the proposed company
- To specify authorised and subscriber equity and preference capital of company
- Registered address of company including PIN code.
- Name of Office of the Registrar of Companies in which the proposed company is to be registered
- Particulars of Proposed name of company , if already applied write down SRN ( Service Request number) of RUN ( Name application form) and pre-fill it, the system will automatically reflect the approved name or directly type the proposed name in SPICe form (if name is not reserved through RUN).
- Number of first subscribers to MOA and directors of company – a) Having Valid DIN b) not having valid DIN – Accordingly the system will pre fill the details.
- Specify number of shares in number.
- Specify the stamp duty to be paid electronically
- Fill up information for applying PAN (Permanent Account Number) and Tax Deduction Account Number (TAN) which is mandatory. [From 1st February 2017 new SPICe form has been introduced under which an applicant can specify PAN / TAN details. It is made compulsory to fill up PAN / TAN details in SPICe form and upload the form along with SPICe MOA and SPICe AOA].
- Fill up the details of first subscribers, name address, occupation, DIN numbers ( if they are directors) and attach Digital Signature Certificate of each subscribers.
- The Witness of each subscriber has to attach his/ her Digital Signature certificate.
Attachments to the SPICe Form
Following attachments are required to be attached to SPICe form
- Registered address proof of company ( Copy of conveyance deed or sale deed)
- Utility Bill (not older than two months)
- DIR-2 ( Consent by first directors) along with Identity proof and address proofs
- Declaration from the directors
- Identity proof and address proof and PAN of proposed directors not having DIN.
Following Attachments that are no longer needed (earlier they were mandatory):
- ID and address proof of subscribers if directors are subscribers as well.
- Nature of Relation and NOC from owner of place is not required.
- Memorandum and Articles of Association (if all directors are Indian Resident).
- Declaration by professional i.e. INC-8.
- INC-10 ( Declaration).
- Proof of Relation
Step 3: Memorandum of Association (MoA)
SPICE form is required to be filed along with e-form SPICe MOA ( i.e. Memorandum of Association) and e-form SPICe AOA ( i.e. Articles of Association). Let us get more information about this form SPICe MOA and SPICe AOA.
What is SPICe MOA ?
- It is e-form of incorporation for specifying format of Memorandum of Association
- Pre-fill the SRN of RUN and system will auto generate the approved name of company or directly type proposed name (if name is not reserved through RUN)
- An applicant shall select one Table from Table A to E.
- The object of the company on its incorporation and further objects shall be specified.
- Amount of authorised capital in numbers shall be specified
- Fill up the details of first subscribers, name address, occupation, allotted DIN numbers or PAN of directors, number of shares and attach Digital Signature Certificate of each subscriber.
- Digital signature certificate of number of subscribers and witness is necessary.
Step 4: Articles of Association (AoA)
Along with SPICe and SPICe MOA, e-form SPICe AOA is required to be filed.
What is SPICe AOA ?
- It is e-form of incorporation for specifying format of Articles of Association
- Pre-fill the SRN of RUN and system will auto generate the approved name of company or directly type proposed name (if name is not reserved through RUN)
- An applicant shall select one Table from Table F to J.
- Applicant can modify the clauses of the Table.
- Fill up the details of first subscribers, name address, occupation, allotted DIN numbers or PAN of directors and attach Digital Signature Certificate of each subscriber.
- The Witness of each subscriber has to attach his/ her Digital Signature certificate.
Step 5: Filing of E-Forms with Registrar Of Companies (RoC)
Uploading Process
- Visit to www.mca.gov.in
- Log in with password and upload form SPICe along with SPICe MOA and SPICe AOA.
- Certificate of Incorporation will be generated with PAN after receipt of approval from the Government and TAN shall be sent to address of company separately by email.
The application (SPICe) for incorporation of a company shall be accompanied by a linked e-form AGILE (Application for registration of the Goods and Services Tax Identification Number (GSTIN), Employees’ State Insurance Corporation (ESIC) registration pLus Employees’ Provident Fund Organisation(EPFO) registration) with effect from 31st March 2019, as notified vide the Companies (Incorporation) Third Amendment Rules, 2019 dated 29th March 2019.
Step 6: Filing of e-form AGILE (INC-35)
This form is an application for Goods and services tax Identification number, Employees State Insurance Corporation Registration pLus Employees Provident Fund Organisation registration. This form is to be filed along with SPICE, SPICE (MOA) and SPICE (AOA).
As per Companies (Incorporation) Third Amendment Rules, 2019,after Rule 38, Rule 38A has been inserted.
The application for incorporation of a company under rule 38 shall be accompanied by e-form AGILE (INC-35) containing an application for registration of the following numbers, namely:-
(a) GSTIN with effect from 31st March, 2019
(b) EPFO with effect from 8th April, 2019
(c) ESIC with effect from 15th April, 2019
Step 7: Payment of RoC Fees and Stamp Duty
After filing of documents online, we need to make payment of Government fees and Stamp Duty electronically which is based upon the Authorised Capital of the Company.
As per Companies (Incorporation) Second Amendment Rules, 2019 ( as per Notification dated 06.03.2019), the company shall not require to pay Government fees on SPICE form while incorporation, if the nominal capital amount of the proposed company is less than or equal to rupees fifteen Lakhs.
Step 8: Verification of documents and Forms by RoC
After payment of all stamp duties and government fees, Central Registration Center (CRC) would verify all the documents and forms. They may suggest some changes to be made in the attachments or form itself. We need to make necessary changes accordingly. Only Two re-submissions are allowed for SPICe form.
Step 9: Issuance of Certificate of Incorporation (CoI)
After verification by CRC and satisfied by them, it shall send soft copy of Certificate of Incorporation via email along with PAN and TAN.
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.
Step 10: Filing of e-form INC-20A (Declaration at the time of commencement of business).
As per Companies (Incorporation)Fourth Amendment Rules, 2018, after Rule 23, Rule 23A has been inserted.
Every incorporated company shall file e-form INC-20A to the Registrar of Companies along with declaration that it has issued share certificates as per Company law within specified time and eligible to commence its business. The content of this form shall be certified by Company Secretary or Chartered Accountant or Cost Accountant in practice.
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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Useful Information thanks for sharing
Thanks for your comment.
AN NRI having a OCI card wants to invest in Indian company . Can he do so? what is the procedure from company law and FEMA point of view.?
Yes, NRI having OCI card holder can invest in an Indian company. From Company law point of view, he can become director and shareholder. From FEMA point of view, an Indian company shall require to inform to Reserve Bank of India after receipt of remittance i.e. initial subscription money towards share capital. Company shall report remittance to RBI by filing FIRC and FCGPR form within 30 days of receipt of funds. i.e. initial subscription money to bank account. Every year, the company shall require to file FLA (Foreign Liabilities and Assets) report before 15th July every year. These are all FEMA compliance.
Please guide me on following query-
I want to incorporate a company having main object of stock broking who is going to register as a broker with NSE after incorporation.
At the time of incorporation approval of sectoral regulator is needed as per rule 12 of Company incorporation rule 2014, my concern is what is the procedure to get approval from sebi for incorporating such company to attach the approval and declaration in spice.Mohin
Thanks in advance
You may visit http://www.sebi.gov.in site and make application for getting approval to start company with Main object of stock broking. You will have to also register yourself as stock broker later on, on this site. Please attach the approval from SEBI with SPICE.
Dear Mam After incorporation of private limited company under spice form how we get the GST and PF ESIC number – also how bank account gets opened?
Please read SPICE Help form, you will find few guidance notes in help instruction kit and then prepare SPICE form and fill up appropriate code for GST and ESIC.
Great information regarding the registration, find your blog helpful.
Thank you for your comment.
Hello Mam.
I want to Start Company with objective of Immigration Services. Kindly specify the Main Division Code of SPICE form for Immigration services. Thanks for your services
Code no. 74.
Dear Madam, while incorporating a Pvt Ltd Co, whether a proposed Director can sign docs (INC-9 and DIR-2) from a place outside India? Say USA?
Yes, only attestation as per Company law from foreign public notary or apostil is required depending upon the country in which director stays.
Hello Madam, My registered office is a residential address and I don’t use my registered office for any work other than a physical presence. All work happens outside of office. Do I still need change my electricity connection to commercial from residential. We are in Tamil Nadu. Thank you.
As per my opinion, it would be advisable to change electricity connection to commercial from residential.
While filing AOA for OPC, there is default AOA terms with check if not altered, check if not applied. How if one keeps them as it is and submit.
Can you please clarify your doubt again, it is not understood to me.
Very nice Article Mam….
Thank you.
Great and nice post
Thank you. Appreciate your comment.
good for bigner.
Thank you for comment.
Good article. Most helpful for someone like me who is not an accounting professional but interested to know about registering private limited company. Thanks
Thank you.
Hello,
I need to know whether obtaining FSSAI license is mandatory for a food manufacturer before opening a company or it can be obtained after opening the said company?
FSSAI licence can be obtained after incorporation of company.
Hii Madam,
Already we have incorporated Private Limited Company(Badavath Export & Import Pvt Limited). Please guide me on the following:
Increase of authorised Capital : For this SH-7 everything was ready. Let me know the procedure to file SH-7 I.E, Do we need to give Notice of the same to ROC in 30days advance?
At present Two directors were there and now a foreigner want to invest and he want 49% share for this do we need to make changes in MOA. If not what to do?
ThankYou Madam.
File SH-7 for increase of nominal capital with ROC within 30 days of holding of general meeting. If foreign subscriber wants to invest more money then after increase of nominal capital, and remittance of application money from foreign subscriber, allot shares to him and report to RBI within 30 days about advance remittance and file FCGPR after issue of share certificate to foreign subscriber. No need to amend MOA page.
I am a type of person who used to explore knowledge, I found it’s article full of knowledge and useful to the people, who are looking for New company registration in India
Thanks for comment.
Great information regarding registration and find your blog much valuable and useful to my work.
Thank you for sharing
Thanks!!
we are 4 partners and want to start five business 1) Call Center 2) Attendance services 3 on line home decor Business 4) Building Material Trading 5)Bar and Cafe with name “360 SMARTECH”
PLS SUGGEST HOW TO REGISTER OUR BUSIBESS.
You can register business with main object and related objects but not different objects. For each different objects you will have to register different businesses.
I wish to register a pvt. ltd. company. As per your article steps Can I register myself or do I need any service provider to do it for me and how much the approximate cost for 2Dir, 2 shareholder, 1lac capital , bangalore location.
You need Professional guidance for registering company. You may call me
The article is helpful and the steps are beneficial for us.Thankyou for sharing with us.
Thanks!
hello madem,
how to prepare MOA & AOA. do you have any format format.for preparing MOA&AOA with little changes to that format.
i am CA article student
please help me in this regard
Please refer Table A for MOA and Table F for AOA for companies having share capital.
Dear
I already open pravate limited company.
Now I want add other buiness same company is it possible
Yes, the company can add activities in Memorandum and file altered MOA with ROC within 30 days of passing resolution in general meeting
Hello madem,
I want to start my own business. I have to register new company, please guide me for the same( Registration charges, fees, etc)
Please call me.
i willing to speak regarding to know more process.
Please contact me and meet for knowing the process.
Mam, its really a great job.
very informative
Thanks!!
Mam i want to know which form will be filed after INC-1, in case of private limited acompany
please wait till 26.01.2018 because there is update in incorporation e-forms.
SPICe Form filed after name approval by ROC on the last day of the validity of Name Approval (ie with in the period of 60 days from the filing of INC-1)
Whether the same will be processed by ROC or not?
Further again I have to apply for the Name Approval or not
I think SPICe form will be accepted on last day of expiry.
Hi Mam,
I want to incorporate an Investment company which object is to invest in shares,debentures,stocks etc.
I applied for INC 1 but it is rejected stating that 14 a point should be selected as YES & if i select YES it requires approval. plz provide whole procedure for incorporation of such company
If the main object is related to share ,stock debenture trading, then SEBI permission is required. First obtain approval and then file name application.
Available to use means you can apply with name.
For Incorporating a “Pvt Ltd Firm” ………submission of “proof for Registered Office address” I only have Sale deed Docs.Is it enough as Proof or is there any mandatory Proofs to submit other than Sale deeds…?
Sale deed is sufficient.
I am intreseted to Start a Export Import Firm and i am in a proposal to incorporate a “Pvt Ltd Firm” plz suggest me which one to choose among
INC29 – Integrated Incorporation Form
OR
To register a Section 8 Company…..?
INC-29 will not be available from 01.11.2016. You will check form SPICE , INC-33 and INC-34 for MOA , AOA.
you mean
SPICe INC32- Simple form for Incorpoting Company
SPICe INC33- MOA procedure
SPIC INC 34 – eAOA
Yes.
how should we show that we have Share Capital of 1,00,000 for pvt Ltd company like……
we should deposit it in our bank account and show bank statement as proof …?
The Company needs to show Rs. 1 Lakh as authorised capital in Memorandum of Association and pay subscription money in company’s bank account.
Dear Mam,
Can you please tell me whether INC 8 and INC 9 attachment is required with the SPice forms i.e INC 32
Yes INC-8 and INC-9 is to be attached to SPICE ( e-form INC-32).
Thanks Meenal for a wonderful write-up.
Clarified almost all of the doubts i had. Thanks for putting it all in one place.
Am Gonna print this for my future reference. Hope its alright 🙂
Thanks
Thank you for your comment.
Dear Mam,
What is the new procedure of incorporation as per amendments in form? INC 31/32
INC-32 is for incorporation INC-33 is e-form of MOA , INC-34 is e-form of AOA. In INC-32, an applicant should apply for PAN TAN. ( This is mandatory)
Hi Mam,
Is it possible to form pvt ltd company with 8 directors , which method we should use INC 29 OR normal. what are the consequences if added latter , which mode is better
You can use normal mode of registration of Section 8 company like filing of INC-1, RD-1 INC-7, DIR-12, INC-22. Or as per new notification dated 01.10.2016, you can file e-form SPICE ( form 32), Form 33, form 34 which is simplified form for incorporating company. This form is notified recently on 02.10.2016
Good Afternoon
I have two doubts
1. Can we incorporate a Private company with out DIN and DSC.
2. Can we just have DIN and DSC but not incorporate/Register in the name of any Private Company
Without DIN DSC, Incorporation is not possible.
You can have just DIN but that DIN is also valid for few months unless you use it for any other purpose as per Company law.
Mam,
The Identity and Residence proof should be attested by notary public OR self attestation is enough.
please help.
I assume that the question is related to ID and address proof of Non resident. Both the documents needs to be self attested as well as attested by Indian Consulate . please refer Hague Convention Act for apostil and attestation as per Companies Incorporation Rules, 2014
Mam,
If in Pvt Ltd company , there are 6 directors then do we need to take DSC for all 6 directors at the time of formation.
please help.
Yes
If there are 5 directors then will DSC for all directors required?
please help.
Yes , For applying DIN, DSC of applicant is required.
dear madam,
we are planning to register a private limited company .what is the extra fees in roc if the name includes india
An applicant can use India in the name without any problem.
dear mam, I want to start a pvt firm for valet Parking.. can u please guide how it will be started, I mean where I have to approach for registration of firm because I don’t have any knowledge that which govt office is looking after all reservation process…
Initially you can form sole proprietorship firm for valet parking business as business will grow you may think to form partnership firm or LLP.
Well drafted and elaborate procedure which can be easily understood. Also good to see the relevant links.
Thank you for your comments.
I want to create a pvt. ltd. company for my client. Im an Advocate but junior, iv a little knowledge about this,so mam if u kindly help me out about this il be grateful.
Thank you.
please call me.
Hi Meenal Ji
Thanks for the informative Blog.
Ma’am if any one wants to start a detergent manufacturing and distribution company what kind of registration and documentation with which organization registration they required??????
You may form proprietorship firm/ LLP/ Private ltd company and based upon nature of business of company, Food and Drug licence shall be obtained. This is my opinion.
Dear Madam,
Good effort to explain the procedure.
I have one query – if I have incorporated my company as a small company but if within a year my company crosses a turnover of Rs. 20 crores, then can it be automatically get converted to company or there is procedure to be followed.
Please guide.
Thank you in advance.
I assume that you incorporate proprietorship firm, later on you can convert this into Pvt. ltd
Can you please confirm whether there is any time limit ti file DIR-3 from the date of appointment of director.
Director shall be appointed after approval of DIR-3.
Good Evening Madam,
My self & wife wanted to register Pvt Ltd company.
1) Can I register the compant on my residence address which is in my name.
2) I am working for MNC … should I need to get NOC to be director from present employer.
Thanks and regards
you can register company on your residential address. If there is company’s requirement to obtain NOC then yes it is required.
Very informative.Thanks
Thank you.
Dear mam, i want to know that a person already started business as proprietorship firm with food products then he approved name of one person company, now he want to running business with the company even that person director as well as proprietor plz tell me what is the procedure for that conversion after incorporation of the one person company or before the incorparation of the one person company. should i putting in the MOA of one person company with related of proprietorship business before incorporation for carry on business with the company
Yes before incorporation, the proprietor has to specify the clause of take over in main object of proposed OPC. If it was not done previously, then director of OPC can alter main object and file MGT-14 with ROC.
New LLP is to be registered and Rs. 15000 is to be paid as stamp duty kindly let me know how to pay such stamp duty is there any option available for e payment
Stamp duty can be paid by way of purchase of stamp paper or doing franking LLP agreement.
Hi Mam,
If I want to change my company director. Than what will be stamping fee. (If capital 1lak) as stamping not completed yet.
Please help me.
There is no stamp duty applicable. Company shall file DIR-12 form for change in director.
Thank you!
Your Blogs give wealth of information. Highly Appriciate your responses to the Comments.
Wish you well!
Thanks for your comment
very useful information to provided to us
Thank you
Great article! In depth coverage!!
Mam, are two DSC necessary for incorporation of a private limited company or one will also suffice?
For incorporation of private limited company, minimum two directors is requirement. For DIN application, DSC of applicant is necessary and therefore two DSC shall require.
Dear madam,
I have incorporated a company recently…I got the certificate of incorporation
Now what Im suppose to do?
do i need to apply for share certificate?
Pls tell me what’s the next step after incorporation?
Please read my article on Post incorporation formalities. You need to open bank account and deposit share application money in the bank account.
Hello Mam ,
An US company want to hire Indian employees for doing software coding work online and no sale or purchase in india and such foreign company pay salary. Is it open a private limited company in india.
If all the shareholders are foreign individual whether FDI rule applicable . What is suggested for such foreign investor in india for such kind of work.
And where no sale or purchase is there in india what is the revenue for indian company.
It is Private Ltd. company. Yes FDI rule will apply since all shareholders are foreign individual. If there is no sale then there will be no revenue for Indian Company.
Thanks Mam, it is very helpful for new comers. thx a lot
Thank you
Dear mam
Form INC-08, INC-09, INC-10
are required to be notarized or to be franking by bank or both?
INC-8 is declaration to be given by Practising CA/CS/CWA who has engaged in filing incorporation forms. INC-9 is declaration given by first directors and INC-10 is specimen signature is to be given by subscribers. INC-9 and INC-10 is to be notarised
How to convert partnership company to Pvt. Ltd co in India.
The procedure of conversion of Partnership firm into Pvt. ltd is same as procedure of incorporation of new Private Ltd company. While name application, registration certificate of partnership firm, resolution passed by partners, NOC from existing partners for same name, in main object the proposed company will draft it like to take over the existing partnership firm……registered on…….and take over all assets and liabilities of firm and it will automatically will dissolve after incorporation.
Dear MAM,
Namaskar,
How to file Annual Documents (BS, PL & AR) for the F Y 2013-2014 in/at ROC? Please help.
You can file forms related to FY 2013-2014 by filing GNL-2 form.
hi , can i open a company wih india as a headoffice and a branch office /address in foreign country ? what will be the requirment in above case ?
Regards
Yes you can open Headoffice in India and have branch office in Foreign country. For having branch office out of India, you need to obtain RBI approval.
You are a true professional !!
Keep grow !!
Thank you for comment.
Thank you so much Ma’m, for the most elaborate description of the registration procedure in a step wise explanation. This is really useful to get the preliminary idea of registration activity. We are planning to register a company and once started, if we face any hurdles in the process, i will certainly reach you for clarification. Thanks alot…..
Thank you for your comment.
Mam can you please inform me whether certificate of commencement of business is mandatory to obtain while incorporating a public company. If yes then how can we obtain this.
Not required.
Awesm article ma’am ….tq so mch ma’am… ur articles helped me alot in understanding the wrk as I Hv recently get join under a CS…
In short I am a “jabra fan” of ur aritcles…tnx fr supporting thru articles…
Thank you for comment.
hi,
Wants to open a pvt ltd company at Nagpur, so what will be minimum stamp duty required to pay.As fresh start up wants to know how much will have to invest.
The stamp duty and registration fees will depend upon the amount of authorised capital. For Rs. 1 lakh to Rs 5 Lakh. stamp duty is Rs. 1300/-
Hi Madam Good evening , I want to change Limited to Pvt Ltd Registration Can you give about that details
Please call me I can help you
Very nice Information, for non professional also it helps a lot.
Thank you
i formed a company in 2012-2013 but after that no compliance was done since formation such as ROC work and ITR work, now i want to fulfilled all compliance and make my company active ,
please provide me the procedure to do all. and also the expenses for all.
Please call me.
Hi Meenal, Excellentpost. I also appreciate your patience in replying to all queries. Keep up the goodwork and all the best.
Thank you for your valuable comment.
Can a start up be formed as a Public limited Company?
Yes
I want to know whether a company can obtain a mortgage loan mortgaing its properties without any specific resolution to that effect
for mortgaging loan the company shall pass board resolution.
Thank you
Hi, I read your article and found pretty helpful, recently me and my colleague thought of starting a new pvt ltd company, we went to a auditor and made a company secretary. As per his suggestion we went and had our Digital Signatures Done. We got our DIN numbers and the company name also got fixed. We got the NOC also. I was asked to sign on AOA and MOA and DIR2. In the mean while we got a clash regarding our percentages.
My question is can I drop now in the middle of the process or are there any legal proceedings that I need to go for my reasons to drop. If I drop in the middle should I need to submit any documents for my drop reasons. Are there any procedures to follow or will the process automatically quits and kills all my past data
Till now I haven’t signed on any of the AOA, MOA and DIR2. Can I drop at this stage of process
You can drop the incorporation process , the SRN of name application will automatically vanish after expiry of 60 days.
Madam thank you for all the informations that you have shared. This will really help for a strtup like us. One thing I want to know is about the company objectives clauses. There is one primary objective of the company which we are enlisting at the time of company registration. How many other objectives of the company can we enlist at the time of registration and how? What should be the natures of the other objectives? Or must these be on parity with the primary objective of the company?
One can specify other objects some would be related to main object and other would be objects with respect to opening of current account, waiving off preliminary expenses of incorporation etc.
IF you have not yet filed incorporation documents such as MOA AOA then you can drop the process in between ignoring the SRN of name application.
Hi Meenal
This article is explained in depth and hence made it very easy for people like me who are not thorough with company laws.
I do have one query though. Does the “Private Limited Company Registration Process Using Form INC-29” include the same procedure like you explained above? If there are any changes, will those be minor change in documentations or will it be a whole new process altogether?
I would be really glad if you could explain this with respect to this blog.
Thank you in advance.
Regards,
Pooja
Till now there is no change in process which is explained in my article for INC-29.
GREAT WORK TAI.
PLEASE CARRY ON.
DHANYAVAD
Thank you
thanks mam for such a helpful article
I have certain queries :
1: i want to do to form a networking co. providing multiple services like online education,healthcare products, online shopping . is it possible . Is ROC going to approve memorandum of association with such object clause
2: Name of the co. contains the words” ABC Touch Network Pvt Ltd”. Is there any discrepency
You will have to try and see whether ROC will approve it or not.
Whether two NRI can incorporate/form a private limited company.
Two NRI can incorporation Private limited company but there shall be one Indian resident director.
REALLY USEFULL INFO
Thanks
Dear Madam,
we have formed a pvt ltd company.I am one of the Dir, Now I want to leave the company.What are the procedure?
In Private limited company, minimum two directors is the quorum, unless new director will be appointed in place of resigned, the existing director cannot resign. File DIR-11 with ROC and company will file DIR-12 with ROC within 30 days of resignation date.
This is an outstanding blog…Thank you very much for this work
Thanks. Appreciate your comment.
thanks ms meenal for the useful information in the site for people like me who wish to start something new at afteryears of life.
Thanks
Hi Maam,
Is TIN no. is Compulsory for PVt. Ltd. Co.
yes
If, by TIN, you mean a VAT-TIN number, it is not compulsory for pvt ltd company .but only if it comes under the tax laws like any other proprietorship or partnership firm.
Bhavesh Savla
CA Bhavesh, thanks for more clarifications.
Madam
can a sole proprietorship transfer into a private limited company. if yes, what are the procedures, advantages and disadvantages. please reply.
Sole proprietorship can be converted into Private Limited company. File form INC-1, INC-7 DIR-12, INC-22 alongwith copy of firm registration, Income tax challan since firm registration till date, letter to ROC as application for conversion and specify in main object that all the assets and liabilities will be taken over by company after its conversion. The major advantage of conversion is that you will not loose the goodwill which you have created during the course of time and liability of promoter would be limited and the company is legal entity.
Hi Mam,
I am thankful to you for the information that you provided in this blog. With some of my friends i am likely to have a pvt. Ltd company. I want to know what is authorised capital. And initially do i need to have 100000 rupees at my current account.
Minimum authorised capital shall be required Rs. 1 lakh. Minimum requirement of paid up capital of Rs. 1 lakh is now omitted. The company can have paid up capital less than Rs. 1 lakh to keep in co’s current account.
Mam,
I am insurance advisor and want to start pvt ltd company having word insurance advisor in it. Is it possible.
Yes you can form Pvt. ltd.
Hi Mam,
Very useful article… Im from TamilNadu
I wish to register my Company as One Person Company. Is this good ? I have the Investment Capital Rs. 1,00,000. Is i need to Create Seperate bank account for the Company. Which one is best One Person Company Or Private Limited? What is the Initial Capital Needed to incorporate Private Limited. I’m waiting for your valuable replay mam.. Thanks in advance
Thank you for your comment. Please read my blog to know the basic provisions of OPC. When OPC is to be formed, there will be only one member. In case of private limited minimum members needed is two. IN both the cases, the company needs to open current account. Initial capital required to incorporate Private ltd is Rs. 1 lakh as authorised capital.
Hello Mam…….
I want to incorporate a Private Limited but in this The Directors and Shareholders will not be same person. So please guide me the additional documents required for company incorporation in this case and also the additional procedure required for the same.
Thanks
If the company is having directors and shareholders different, the Registrar of Companies will not allow this arrangement. one person should be director and shareholders as per Incorporation Rules.
Madam I Have not yet found any section where it is written that atleast one Director is Required who is also the shareholder of the Company. Shareholder and Director can be different… Kindly Specify the relevant Section for the same…
There is no section as such. Normally in case of private limited company, the person prefers to be both director and shareholder.
whether dsc required for each one director?? if incorporating new company with 3 directors, all the three should have dsc? or with one dsc can we proceed? but it appears that for getting DIN, dsc of the din applicant is required. thus, it seems that each director should have his/her own dsc. pls clarify
yes your interpretation is correct. While applying for DIN, an applicant has to attach hi/her DSC to DIN form.
Hi Madam,
I want to start a small company for manufacturing of FMCG products, what procedure to be followed. What regulations is applicable, Can I keep a name with pvt. Ltd.
request to reply for the above things.
Can you please clarify your query?
how long is the end to end process, please share step wise if possible.
also is it important to take help of CS or you can do on your own.
thanks
For formation of company it will take at least 20-25 days depending upon the time taken for gathering the required documents, and time taken by the Government for checking the e-forms. It is advisable to take help of professional because INC-22, DIR-22 required signature of Professional and also documentation such as Memorandum and articles of association, affidavits, consent is very important which has to be as per the Company Rules’ format. Hence it is always advisable to seek professional guidance.
It can be completed in even 10-15 days. Based on detailed submission and accurate information, the lesser would be the chance to get the query and to get it approved with minimum time. Recently we have done it for our clients, so it would be possible.
yes if submission of documents is accurate, the time required to form company can be reduced.
Hi,
Is there a way to only register or book company name…. and later (within 6 months) fully register the company. Actually, I want to register a company, but background work required for company is going to take time. Hence I don’t want to spend on office rent, etc… but I want to book/confirm/register the name. Please help me.
Once the name is approved, it is block for 60 days i.e. the name is valid for 60 days for incorporation from name application date. Hence you cannot wait till expiry of 6 months.
hello ma”am,
We already have a business going under the partnership firm. can we convert the same firm into the pvt. ltd. company?
Regards,
Ravi Narang
Yes existing partnership firm can be converted into Pvt. ltd
hello mam,
I am alok from delhi. I wanted to startup online business (like food/grocery items and beauty products). my question is that what thing I required to start my goal from 0?
please guide me.
Thank You,
Alok Kr
You first of all decide about whether there will be two investor or one, what would be initial investment? then you can opt for OPC or private ltd with minimum two members.
nice matter
Thank you
Hello madam.. please tell me Whether Bank statement Downloaded from Internet is a Valid Proof of Address in Form INC-29??
It is valid address proof as residential proof of director and not as address proof for registered address proof of company.
mam,
we two person like to start a private limited company, (purchase land and do farming). But we want to include more share holders and directors later. Madam where we want to start and how we proceed? expect your valuable response.
Sorry for late reply. If you need professional guidance please contact.
Very Good Article Maam.. Please tell me While Filing INC-29 for Registered Address Proof Whether a Notarised and Franked Copy of Rent Agreement is enough?? Or do I have to get it Verified and Stamp duty paid with the Sub Registar of Mumbai District?
notarised and franked copy of rent agreement would be enough.
mam,i wish to start a company having four members.we dont have any personal investment.the intial investment of 10,00,000 is arranged by means of bank loan.does the bank loan can be considered as a share capital? what should be the total registration fees as per the above mentioned investment?……..pls help
bank loan will not be treated as share capital. Please call me for further queries.
I intend to start immigration, overseas education, management or legal consultancy services all under a private limited company.
Would it not contradict with object of the company.
I think yes.
Hello Mam
Thank you mam .
Awesome blog! alot of conceptual clarity. Thank you very much.
With Regards
R.K Srivastava
HR Professional
Thank you for the praise. Much appreciated.
mam if we file inc-1 but now we chnage the rout by filing inc-29 so we can file inc-29 or not
You cannot file INC-29 once you opted for INC-1. The system will not allow you to do so.
Could you suggest if the following is allowed?
At the time of resubmission of Form Inc 7, can we add/delete few articles to/from AOA, which were not present at the time of filing the forms initially?
Yes you can
Mam,
We want to start business on food and beverage,Medicine and health care,and travel and tourism.Though above three business are not related to each other ,So shall we have to form three different company or one company?
Yes if the main object is different then it would be advisable to have different companies for different objects
Please advise if any document needs attestation from CA or CS while filing the company registration application (for setting up of new Pvt. Ltd. Company) – Thanks in Advance
yes attestation from CA or CS on forms of incorporation are necessary.
Mam, your article is very helpful for me. I have an doubt that “now only INC-29 is filling to incorporation”
Yes you can now file INC-29 only one form for incorporation.
Nice to find such a blog !! Really a lot of conceptual clarity got after reading your blog.
Thank you so much
warm regards,
Deepak Vats
Chandigarh
Thanks!!
Hi, We want to register a company (pvt ltd) with 5 memebers, Can you please tell me procedure and fees for the registration in Hyderabad.
Please call me.
If it is proprietorship firm, then for converting from firm into Private Ltd company, the object of company will specify the conversion clause and take over of assets and liabilities from firm to company. then you will have to follow normal procedure of DIN, DSC and name application and incorporation of company.
Thank you for the very informative blog. We have been following the instructions to register our WOS in India.
1. Our company is registered.
2. We have got a business Bank Account in India.
3. We have transferred the Share Capital (Automatic FDI Route).
4. The bank has issued us an FIRC.
5. We have NOT yet filed FIRC with the RBI.
Can we start our business operations now, and start sending out e-invoice and collecting payments from Clients?
Or do we have to wait to file FIRC with RBI and get their number.
At what point it becomes legal to commence Business Operations?
Thank you for your response, in advance.
Reporting of FIRC to RBI is one part and doing business in another. you can do business and simultaneously file FIRC with RBI.
Thank you for this blog. We have been following the steps cited on it.
1. We have registered our business as a Wholly Owned Subsidiary.
2. We have opened bank account and transferred shared capital from overseas to Indian WOS.
3. The local bank has issued us the FIRC.
4. We have NOT yet filed FIRC with RBI.
Our question, when can we actually start our business operations and start receiving payments from clients?
At what point it becomes legal to start commencing business operations?
Thank you.
Reporting of FIRC to RBI is one compliance, you can do business simultaneously.
I want to incorporate a company and required certain informations about it. Could you please help me understand the things are needed to incorporate a pvt ltd firm. What is the fee of ROC in total and what will you charge me to handle all the paper work and other related stuff.
Thanks!
Praveen
Please contact me.
Please contact me.
I have Few Questions
1) We have filed form to ROC regarding name availability . also given the 4 names according to priority as per form requirement,
we have also chk the first priority name on ROC website & also search on trademark website and same is not available.
BUT now ROC has approved 3rd name in the list. But I want first name which is my priority. IS name approval is ROC discretion ? or can I challenge ROC why not approved first name.
Name approval is discretion of ROC. While filing name application, if you want that first name must be approved by ROC, then you have to give one option only. if you will give more option, then ROC may think and approve the names as per priority.
The proposed name as you suggested resembles the existing company’s name. Hence my advise to you is to apply with fresh name.
Great to find that there are still a lot of selfless & helping professionals like you who are working hard to make things simple to the novices like us. Congrats & keep it up!
This blog says it was updated last on 2nd May 2014. Does it mean that there is no modification in the procedure/requirements since then or the changes are yet to be updated? thanks in advance for an early reply.
Thanks for your comment. Regarding my last update, the Government has not made much updates in the Acts or Rules. but there are few updates during the year, such as Acceptance of Deposit Amendment Rules 2015, Companies Audit Report Order 2015, Companies (Incorporation) Amendment Rules 2015 (i.e. e-form INC-29) which are yet to be posted on my blog.
My problem is that when i feel the dir3 thats required director din no. or membership no of co. secretory
plz help me
Yes membership number of Professional is compulsory.
i am too confused about which form should have to fill for din no becouse when i going to fill dir-3 required din no or membership no. whereas we are already applying for din no so i could be possible getting din no
Please clarify your question, after reading your question I have not understood your question.
i just want to know about filling form DIR-3. when its filling thats requireing DIN or MEMBERSHIP NO. whereas we are filling this form for getting DIN NO.
So please suggest me
membership number of CA/CS/CWA is to be mentioned, director is not required to mention any number.
mam really thanks for writing this blog it is so helpfur whoever is needed.
Thanks for your comment
Can you give me name and number of person who can do all the work regarding private ltd approval.
Please contact me, I can help you for registration of company.
madam there is new e form INC 29 for Din, Name and incorporation of company csn you clarify this new procedure of incorporation of company
You may visit this link- https://blog.abhyankarcs.com/company-formation-in-india/new-simplified-process-of-incorporation-of-company-in-india/. this will help you to understand the key points of incorporation as per form INC-29 and list of documents to be attached to form.
very exhaustive and satisfying – almost full-proof
Thank you for your comment.
Please tell me the process of resubmission of INC 7
As per the query raised by Registrar of Companies, you can do changes and resubmit the form with same SRN. While resubmitting form online, you will have to specify SRN of INC-7 and choose “Resubmit” and go ahead for resubmission. Now a days you can do resubmission only once.
Dear madam,
I want to know about to set up a call center. I want to know almost everything about this matter.
It would be better if you can me.
your article is a great help. mam can u please tell me wether opc is required to file mgt- 14 after incorporation & there is only one director i.e promoter then how would he call for meeting.
yes it may require to file MGT-14 after incorporation if there is any resolution passed by company. he himself will note down the details of meeting as compliance.
Dear Madam
Pls provide me a NOC for change in the name of First subscribers to Memorandum
Format of NOC will be like this “” To Whomsoever It may concern….We have no objection to change in name of first subscribers to MOA”
Thank you so much mam for such a EXCELLENT & INFORMATIVE article.
Thanks
Please tell me the minimum required Authorised Capital and Minimum subscribers/directors for an Educational Pvt Ltd. Whether it is similar as other Pvt Ltd.
Minimum two directors, two shareholders, authorised and paid up capital Rs. 1 lakh.
Mam,is the minimum required capital is Rs.1 Lakh still??
Rs 1 lakh for authorised capital is required. for paid up capital it can be below Rs. 1 lakh
Thanks a lot ‘MAM’.
You are welcome!!
Hello Madam, Thanks for such informative article. I have a query regarding PAN.
A Company say XYZ Pvt. Ltd. has now been converted into public company say XYZ Ltd. Whether it needs to get its name change in PAN Card also?
YES
Very informative. Thanks for sharing the information.
Thanks
MAM, i applied for name of company and today i got letter of confirmation/approval.Now i want to change address of a director. When can i apply for change?? Now…. or ….. After Incorporation
you can file DIR-6 for change of address of director during incorporation or after incorporation as per your priority.
Hi Maam,
I am a PIO holder with a Malaysian passport. My mother is an Indian Citizen. I would like to start an online store selling women’s clothing in India.
I understand there must be 2 directors.
Can the indian resident director hold 10% of shares. And I hold 90% of the company shares?
Thanks
Yes
DEAR MADAM / SIR,
PLEASE TELL ME
HOW TO ADD IN COMPANY ANOTHER ADDRESS
PLEASE HELP ME
you can add address in company’s address by filing e-form INC-22
Dear mam
I have a firm and i want my incorporation number please give me suggession what can i do?
If you have proprietorship firm, you will not find incorporation number on MCA site, but if it is company registered under Companies Act 2013, then you will find Master data on http://www.mca.gov.in site and company details.
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
You can apply with word India in between the proposal name. It is normal way.
Thanx for valuable information. i want to talk to you regarding form a new company, at what time i have to call you.
please call me on Wednesday.
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.
Yes it is advisable to keep share value (i.e. face value of each share) @ Rs. 10. If it is less than Rs.10, the distinctive number of share will be large. In order to manage the number of shares, it is good practice to keep face value as Rs. 10 per share.
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.
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.
Maam can i add “vrindavan” in my conpany name??? can i use name of a place ???
Yes
Hello,Dear ma’am
I have following Query
As per DIR 3 Name of director
: Milan govindbhai Sojitra
but as per PAN Milankumar govindbhai Sojitra. and i have alredy uploaded INC-7 And DIR-12, and paid fees for the same. i want to know it’s make any differance milan or milankumar. what i should do? or i can wait for reply of INC-7 or DIR-12
Sorry for late reply. you can rectify the name of director by filing form DIR-6
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?
Please check that the NOC and address proof are related to same address and same person. Accordingly please gather all documents and submit.
Dear Madam,
Please guide which is the right option to select “EXECUTIVE” or “NON-EXECUTIVE” director in form DIR-12 when director category is a “PROMOTER DIRECTOR” for incorporating a “NEW COMPANY”
executive
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..
Utility bill is compulsory attachment to form 22. If the utility bill is not in its own name then the get NOC from other firm and utility bill.
Find it Very helpful. Thanks a lot Ma’m. Ma’m I am not able to configure the difference between Proprietorship concern and One Person Company (OPC). Their liabilities and faciclities. One more aspect- how to exit from the OPC or Pvt. Ltd. Company if required so? Please.
Please read OPC procedure and FAQ on my blog. For closing of OPC you may need to apply for closing to Registrar of Companies.
Hello, thanks for the precise & crisp info. My question is that I would like to know if the first director appoints the 2nd director (appointee director) which means that the first director’s signature is only valid and will be on the incorporation certificate, correct me if I’m wrong?
If I’m right then let me know how can we incorporate in a way that both the directors will be in equal position and all the docs need to be signed & passed by both of them in order to complete any process or deals?
Please refer step by step process of incorporation which is posted on my blog
Can in add india word in company name?? or what is condiation to include india word without bracket?
Eg XYZ INDIA TECH PVT LTD
There is no condition in using India word in company name.
hello mam, pls help
which section & rules shall applicable to convert subsidiary company (pvt. ltd) into another pvt. ltd co.as wholly owned subsidiary co.?
There is no specific section. The previous company can transfer full shares to new company.
MADAME PLEASE INFORM THE CALCULATION PROCEDURE FOR
EFILING AND STAMP DUTY FEE FOR INCORPORATION OF A PVT.LTD COMPANY
HAVING AUTHORISED CAPITAL OF 5CRORES,4 MEMBERS
Please visit MCA site for knowing the stamp duty. The Government has very well defined stamp duty and ROC fees as per authorised capital and state. You may also refer Schedule of fees.
Dear Mam,
I have a question. Can i convert LLP into private limited company?
Thanks & Regards,
Kshipra
No There is no provision in LLP Act or Rules to convert LLP into PVt. Ltd
Madam,
I have a Partnership firm with 4 partners, we want convert the same to an Private Limited Company. Could you explain the procedure for converting the Partnership firm to an Private Limited Company
Sorry for late reply. You will have to file name application through e-form INC-1 , attach all your tax return acknowledgment, shop act licence, registration certificate of partnership and after name approval, file form INC-7, DIR-12 and IN-22 with Registrar.
what is the procedure for incorporating a section 8 company?
can u provide me the documents n time frame in detail
The procedure of forming Section 8 company (private or public) is same as normal company. But in case of Section 8, after name approval, the proposed company shall be required to apply for licence by filing form RD-1 with Registrar of companies ( changed the authority from Regional Director to ROC) for obtaining licence to do business under Section 8. After obtaining licence, the company can apply for incorporation of company by filing INC-7, DIR-12 and INC-22. if you have further questions please call me.
may i know the procedure and documents required to be filed for incorporating a section 8 company.
File form DIN, DSC of two director if it is private limited company. File form INC-1 for name application. File form RD-1 for licence. After obtaining licence, file form INC-7, DIR-12 and INC-22 with Registrar of Companies.
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.
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.
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.
pls suggest me about filing of e-forms for incorporating a new private limited company in a sequence manner. I have filed INC-1. now what forms should i filed for said issue.
Thanks
please visit Procedure of company step by step on my blog.
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.
Dear Mam, Please answer…
Is it recommended for an E-commerce Website to have private company to operate. State with the reason.
Yes it is advisable to have legal entity then apply for private limited company registration. E-commerce now days becoming more popular and having limited company will benefit the business because it will have limited liability.
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
yes
hi mam .i recently submitted form inc-1,jupiter it park private limited .but roc send meg to me resumit the form bez prefix is not good.what i want to do.
Sorry for delayed reply. You have to re submit form with fresh names, if ROC has suggested you to do.
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.
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?
No. as per New Companies Act 2013, no form to be filed by the company or auditor after his first appointment in board meeting.
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.
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.
Please call me.
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
There is no separate procedure for each ROC. it is the same.
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.
Please read “Post incorporation formalities ” article on my blog.
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
DSC Class II applicable for director will be used for incorporating company
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..
Yes before filing DIR-3 an applicant must obtain DSC. Condition of having proof not older than two months applies to utility bill only.
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.
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
Yes all five subscribers have to submit INC-9
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
If the company will have one member then it will be treated as One Person company because in OPC, it is possible to have more than one director, but the member should be one.
THANKS MAM
thank you for the information its delight to have entire procedure in simple steps
Thanks for the comment!!
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 ?…..
No need to fill up Form MBP-1.
Is process for forming trust and section-8 company is same?
no because forming of trust falls under Indian Trust act and forming of section 8 company falls under Companies Act 2013. these two acts and compliance are different.
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.
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.
Please clarify whether Form INC-10 is not mandatory for company having Share Capital.
Form INC-10 is mandatory attachment for company having share capital.
Very Helpful Article Mam..Thanks.
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.
Thank U for these information. u r really best. Thank u.
Thanks for your comment
Do we need to file DIR-12 in case of One person company?
no
R/m
Kindly give me procedure,
1) how to form pvt ltd company,
2)where to submit form,
3)fee structure
4) require documents
please call me
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
Please visit my blog “Procedure of company formation” if you need further help please call me.
maam i m still confused on how to pay stamp duties in roc kindly help maam
amit
how to pay stamp duty in moa and inc 9
madam ?
Pay stamp duty online while uploading the e-form. after filing any form online, you shall be asked to pay stamp duty.
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.
Yes the director shall be major
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.
You will have to show Rs. 1 lakh on memorandum and articles of association of company. after incorporation you will have to actually deposit total 1 Lakh rupees in company’s bank account.
You will have to show Rs. 1 lakh on memorandum and articles of association of company. after incorporation you will have to actually deposit total 1 Lakh rupees in company’s bank account.
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.
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.
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
Sorry for the delayed reply. The main object shall be drafted such as all assets and liabilites of proprietorship firm shall be transferred to new company
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.
PERFECTLY DRAFTED…THNX..
thanks
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
I think starting up of company here you meant registration of company. Yes proper guidance, documentation and certification from professional is needed.
Does we require DSC for all the directors while applying for their DIN number…
Yes, as per new company law and DIN Rules, the applicant must sign DIR-3 form digitally.
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
At the time of incorporation of company, Consent of director in DIR-2 to be filed along with form DIR-12
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.
This NOC to be provided by owner of place or if the place is owned by director, he has to provide NOC.
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.
Thanks for your comment. Print is disallowed from the blog.
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.
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 ?
Yes
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.
Dear maa’m
Once INC 1 is filed how much time it will take for the proposed name to get approved?
Thanks
K
it will take 1 or 3 days to approve the name
Hi i am CA Ashish,this article drafted very well and full information is provided in concise manner.thanks
Thanks!!
Thank you madam, for the EXCELLENT information. thank you very much
Thanks for your comment!!
Thank you sir.
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…
Sorry for late reply. If you need any help please call me.
Excellent work.Simple step by step explanation of the procedure of Company formation.
Thanks
Thank you so much for information.
I would like to start agriculture company in Jharkhand, so please suggest me the procedure.
Please follow the procedure as specified on my blog and if you need any further guidance please call me.
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
I think Registrar has asked you to specify full name of father on subscription page of memorandum and articles of association. i.e. Mr……S/o…Mr….
please resubmit the form
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.
If you have read my blog and procedure of formation, you can follow the same procedure. If you need my help and advise please call me.
Ms.Meenal really good efforts..Easy to understand procedures step be step.All the best.
Thanks
Hi!
In case of new company Incorporation,Is INC-10 required only in case of company not having share capital?
Yes
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.
Thank you mam, for the deep and such a useful information. This will help me a lot..
Appreciate your comment, thanks!!
thanx!! mam for give a simple formation of a company
thanks for your comment
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.
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
You can get stamp paper from stamp vendor and you have to get help of CS/CA/CWA for DIR-3 form because professional DSC is mandatory along with DSC of an applicant.
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.
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.
Thanks mam….. for the deep information relating to formation of new company in easiest way…
thanks for your comment
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.
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.
If a foreign national applies for DIN , he has to provide both Permanent and present address. Regarding second question, it would be better if you can consult the visa department.
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?
I would advise you to contact MCA Corporate Seva Kendra
http://www.mca.gov.in/MinistryV2/hd.html
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?
Form 1, INC-22 and DIR-12 to be filed in together. If there is any re submission, you need to resole it and file the forms which are asked to re submit.
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 …..!
Please refer my blog : Step by step procedure of registration of company”
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.
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
Please visit Registrar of companies, because there is no form provided by the government to change the minor mistake. Otherwise you need file form INC-22 for change of registered address.
In Form DIR-2, what should be mentioned as a Designation (if the person has become first time director in a new company)?
Designation of first director in DIR-2 would be “Director”.
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.
Can I give my permanent home address (which is situated in other state) as registered office address for pvt. ltd company?
yes if you wish to form company at that address you can use that address as registered office address.
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.
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!
Yes it is possible.
yes, by virtue of section 165 a person can hold directorships in a maximum of 20 Co.s wrt to pvt co. and 10 in case of public,
Note: pvt co. which is a subsidiary of a public co. will be treated public for the purposes of this section.
If Private Limited company which is Indian co, subsidiary of public company will be public company
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.
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.
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.
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).
Many Thanks. Ma’am. As usual, very prompt resply
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?
If the director is foreign national, INC-9 shall be notairsed from his home country.
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.
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?
I have also filed Form INC-21 after incorporation and also waiting what the Government will issue, I think the form will be approved and get letter.
If subscriber is non resident ,how & who will do attestation in MOA,AOA & INC-10?
If Subscriber is Non resident, the attestation will be made by Indian Consulate of home country, foreign public notary on MOA AOA and INC 10
i want to surrender my private limited company, please tell me complete processor
please call me
I am registering a pvt Ltd company. Directors already have DIN.
I have provided driving license as permanent address proof of director but CA is asking for telephone bill/electricity bill/bank statement as permanent address proof stating that MCA has changed the rules and driving license as permanent address proof is not acceptable.
Driving licence is acceptable as address proof. There is no change in DIN form.
VERY HELPFUL. THANK YOU SO MUCH.
I AM PLANNING TO FORM A OPC/PVT LTD FIRM REGISTERED IN MUMBAI.
PLEASE LET KNOW IF YOU PROVIDE SERVICE TO COMPLETE ALL THE ABOVE PROCESS ON BEHALF OF THE APPLICANT.
THANK YOU.
NARESH SINGRAKHIA
Sorry for the delayed reply. please call me if you need any advise.
What docs are required for DIN ?
a) Colored Photo [soft copy]
b) PAN Card
c) Id proof:– [ Out of following ONLY]
1) Voter card
2) Passport
3) DL
4) Aadhar Card
d) Address proof [ Out of following ONLY]
1) Bank Statement
2) Electricity Bill
3) Telephone bill
4) Mobile Bill
e) DIR-4 notarized on Rs 10 or above above stamp paper
Please correct me where I am wrong
Yes correct. DSC of an applicant and DSC of professional CS/ CA/CWA
Hello ma’am. Can a whole time director in a private limited company work somewhere else ? say as a manager in a bank ?
and if he cannot what is the procedure to appoint another director in his place ?
pls reply .
As per Section 196(1) of Companies Act 2013, No company shall appoint or employ at the same time a managing director and a manager. A whole time director in a private limited company can work elsewhere as manager in other office.
Hi Ma’am,
while registerging Pvt Ltd. company do we need to file INC-8, 9,10,21
While registering Pvt. Ltd, company need to file INC-8, 9,10 and INC-21.
Can 2 foreigners be the only 2 directors of a new Pvt Ltd if they have been in India for more than 182 NON-CONTINUOUS days in the previous year? One on a Business visa and one on an X entry visa.
I do not see any reference in the companies act to an Indian citizenship requirement or a requirement for 182 consecutive days for 1 director.
Will I face a lot of problems without an Indian citizen director?
Thank you!
As per Section 149 of Companies Act 2013 specifies that every company shall have at least one director who has stayed in India for a total period of not less than 182 days in the previous calender year.
In this case both foreigners were present in India for more than 182 days (noncontinuous) in the previous calender year. The provision talks about total period of 182 days and not specifying continuous period of 182 days. Hence as per my view, two foreigners can be directors of new Private ltd company. It would be advisable if both the foreigners would provide declaration explaining the actual facts about their residency in the previous year to the Registrar.
This provision talks about residency of person not about citizenship.
hello mam,
i am planning to start a merchant exporting business, incorporating as an opc. Kindly guide me what is minimum share capital required for incorporating an opc? and what are the compliance and records which i have to maintain for an opc?
Minimum authorised and paid up capital required for OPC is Rs. 1 lakh. To know further details please call me.
Hello Mam,
I am in process of formation of Pvt. Ltd company. I have to file Form 21 for obtaing Certificate of Commencement of business….can you pls guide and provide format of declaration??? also let me know whther the same should be stamped & notarised??
Thanks in Advance
Form 21 to be stamped i.e. stamp paper to be purchased and the company shall only mention that it has complied the payment of share application money within specified time and comply the provisions of Companies Act 2013.
I am an NRI and my wife is with residence status .can we register a housing builder company.my wife holds 1 acre residential land .
NRI cannot invest in the real estate business as per FDI Policy.
NRI cannot invest in real estate business as per FDI Policy but resident Indian can do business and invest in such business.
Dear Ma’m
Can a whole time director in a pvt. co. work somehere else ? Say in any bank on a managerial post ?
And if he cannot work anywhere else, kindly tell which form is required to be filed to change the director and appoint a new director in his place ?
E-form DIR-12 to change the directors
As per Section 196 (1) of CA Act 2013, No company shall appoint or employ at the same time a managing director and a manager. Hence whole time director can work elsewhere
DO I NEED GET THE AFFIDAVIT OF NOTARISED FOR DIR 3
Yes, for DIR-3 the Affdavit should be notarized.
Dear Mam,
What is the minimum nominal value of share that can be kept for Pvt as well as Public Co? Is it Rs 1 or Rs 10
Please Clarify
For Pvt. ltd, the minimum paid up should be Rs. 1 Lakh and in case of Public it is Rs. 5 Lakh.
At the time of formation of Private company with two or more promoters is it possible to show in memorandum that one person holds 100% share ?
If Yes then Please state provision
If No then please state with provision of law, Minimum shares which other promoters are required to hold
Please clarify it
As per Companies Act 2013, a private limited company shall be formed with minimum two members. One person can hold more shares if it is One Person Company. Because in case of OPC (One Person Company), there will be only one member and one director who can form OPC ( Pvt. Ltd). Please refer Company Incorporation OPC Rules 2014
Respected Mam,
I have a query related to DIN application.
After validating all signatures message is appearing on top which reads as follows:
” Signed and all signatures are valid, but with unsigned changes after the last signature. Please fill out the following form. You can save data typed into this form.”
What should i do now. even i can’t click on sumbit button as it is not highlighted.
One of the reason could be that i have validated all signature after prescrutiny.
Please confirm.
I would advise you to download fresh DIR-3 form from mca.gov.in because the versions are changing daily. Then attach DSC.
hello maam,
I want to know that is there any specific formalities related to Moa and Aoa, which needs to be attcahed in INC7? Do I have to get it stamped or anything like that? please reply
The Government has provided formats of MOA (Memorandum) and AOA( Articles) in the Companies Act 2013. Please refer Company (Incorporation) Rules 2014.
I would like to form a Private Company..
What are all fees to be paid to the department till the end of the process?
Thanks in advance
Please call me.
HELLO MAM, AFTER INCORPORATION OF A COMPANY, WHAT ARE THE FORMALITIES LEFT FOR FURTHER PROCESSING???
Post incorporation formalities of company
1. Appointment of First auditor – Pursuance to section 139(6) (1)
2. Allotment of the securities – Pursuant to section 56(4)(a),
3. Filing of e-Form INC-21 with Registrar of Companies- Pursuant to Section 11 (1) (a) of the Companies Act, 2013,
4. Shop Act licence as per Bombay Shop and Establishment Act, PAN /TAN in the name of company,VAT/CST/SERVICE TAX( If applicable), Profession Tax
5. Corporate stationery- printing of memorandum and articles of association, obtaining common seal
Hi Madam,
Can I use the word “Notary” in a company name.
Please try for name application. Because it is not anywhere mentioned in the Name guidelines.
Can a practicing advocate be a Director of a Pvt. Ltd. Company situated in other State.
yes
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.
Mam, as per your record you have said that as per new compnies act 2013,,,single person can register pvt ltd company…forms for this are available now?…
Yes for registering One Person Company under Companies Act 2013, the e-forms are available on mca.gov.in
dear madam,
i would like to know what are the legal compliances and rules required to be followed by a pvt company with a paid up share capital of rs 85 lakhs which was incorporated in 10th june 2010
THANKS.
Compliance certificate shall become applicable.
Madam please guide me the procedure for getting certificate of commencement after getting certificate of incorporation as per companies act 2013
File form INC-22 after registration of company.
In form INC-7, attachment of INC-10 is manadatory or only for non-share capital company?????
attachment of INC-10 is mandatory in form INC-7
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.
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).
Hello Mam,
I want know about Copy of order of competent authority in Form NO. INC 22 ? Is it mandatory attachment?
Copy of order of competent authority means following
the order of Central Government if the office is shifted from one state to another,
the order of Regional Director if the office is shifted from one place of registered office to the jursidiction of another Registrar within the same state,
the copy of special resolution passed by the members in the general meeting, if the office is shifted outside the local limits of city, town or village.
please refer section 12 of Companies Act 2013 and Rule no. 27,28 and 30 of Chapter II of Incorporation Rules 2014
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!
Thanks for your comments!!
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.
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
It is necessary to have a rental agreement for private limited company as per Form INC-22. Yes it is compulsory to have a physical address for the office.
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.
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.
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
Please contact me.
Thanks madam i am learning more from kind of You .
What is stands for DIR & INC ?
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
WHAT IS THE PROCEDURE FOR CONVERSION OF PVT LTD TO ONE PERSON CO.? CAN I GET THE DETAILED PROCEDURE FOR THE SAME
For conversion of Private limited to One Person company, the paid up capital should be Rs. 50 lakh or less or average annual turnover during the relevant period is Rs. 2 Crore or less may convert into OPC.
Please refer Chapter II, Company(Incorporation)2014, Rule VII.
Me and my friend were planning to start a pvt ltd construction company.
Please call me
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.?
Normally it would take 7 working days to know the status of approval. If there is any delay you can either check with the concerned ROC or raise compliant.
dear madam
for filing of annual returns for a company it is required now to file revised form according to MGT 7 rather than filin 23 ac, 23 aca, 66, 20 b
No.
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
DIR-3 should be digitally signed by an applicant and by Practising Company Secretary/ Chartered Accountant/ Cost Accountant.
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?
Dear Madam,
Can you please advice on company act 2013, wherein “Foreign directors should have been in India for 182 days of previous calendar year or company should have an indian director”
We have established in 2007, where there was not such restrictions, now can you help us in details how this is applicable for already established organisations.
Do we have a time limit for adding an indian director?
thanks and regardsd
DJO
The time limit to have Indian director is one year from commencement of Companies Act 2013,if the company is public company. After 01.04.2014, every company shall have one person who is Indian resident in previous calender year for more than 182 days. This provision is applicable to new companies registered after 1.04.2014.
Respected Madam
Do you have procedure related to formation of company u/s 8 in India. If you have than kindly share.
Thanks
Please read Section 8 of Companies Act 2013 and related (Incorporation) Rules.
Dear Mam
can u pls provide us the format iof letter of appointment format on my email id
The Government has not prescribed the format of letter of appointment yet.
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
As per Companies Act 2013, the minimum capital requirement is Rs. 1 lakh.
Thanks and appreciated the efforts took on blog.
Thanks!!
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
Thanks, I appreciate your comments.
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.
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.
mam.
Thanks a lot for all the information.
Me and my friend would like to start one pvt ltd company.
as per your comments you mentioned that min two directors and two share holders have to be there for Pvt ltd company.
Would like to know whether two directors themselves may show them as a share holders also or not ? ?
Thanks
Vaibhav
Directors ans shareholders may be same in Pvt. ltd
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.
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.
As per the guidance in the blog, you said, “Minimum Share Capital Shall be Rs. 100,000 (INR One Lac)” – How this capital is used? And can a company be formed if this much is not available? Please guide.
For formation of Pvt. ltd minimum capital should be Rs. 1 lakh. If the paid up capital is not Rs. 1 lakh it will be default and will not be treated as private limited company
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
yes you can convert from Private limited company into One Person company as per New Companies Act 2013
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.
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.
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?
Please wait for article on One Person company till 14.04.2014, because the forms not yet available on the Government site.
Madam, I just checked the ROC name search and the name seems to be available. shall i block for me before 14.04.2014. it is possible?
For blocking the name for company, you should make name application with concerned ROC. you cannot block it otherwise.
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?
It would be advisable to run the business through Indian company in order to save individual tax( in both the countries).
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.
Please call me for more details.
as per new company bill 2013 can a pvt. ltd. take or allot their shares on premium.
Yes Private limited company can make allotment of shares at premium as per New Companies Act 2013.
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.
To complete incorporation process it would take maximum 30 or 40 days.
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?
The names of first directors should be mentioned in AOA and should also be specified while filing form 32. Please make correction in AOA and then re submit form 32 with ROC.
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.
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
Yes you can form one more company at the same address, provided you should obtain No Objection letter from the existing Private Limited.
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
Sure, keep visiting the blog!!
I want to know the rules of PVT.LTD. established company for my further planning.
There are no rules of Private Limited company. The private ltd company runs as per the provisions of Articles of Association. Please check the articles.
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
It would be advisable if you can check with the owner of virtual office and get confirmation whether you can use address for IEC code as well.
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
Hi Tushar, thanks for writing to me. I wish you all the best in your venture!!
Hi Tushar,
Thanks for posting your experience on this great blog! If you had gone ahead with Regus virtual solutions, can you please advise me on what cost range one can expect to pay for their registration service (even an approximate idea would be very helpful)? I do intend to find out from them also, but if I could first get your advice/experience with them, it would be highly appreciated. Please help. My email is yuvisalvi2004 at gmail.com
Thanks,
Yuvraj
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.
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
Thanks for your comments. In form 32, if your company don’t have manager or secretary you can keep that filed blank. It means there is no requirement to fill any information.
Thanks a lot mam
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.
It is really help full to understand whole process of registration. thank to you mam.
Thanks!!
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
Lease agreement with the proposed company or tax bill or tax receipt can be submitted with ROC as proof of registered address.
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
Yes there can be two directors and three subscriber while forming private limited company. No need to take DIN of third subscriber.
Thanks a Lot Mam
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.
Thanks S. Aravind, I am glad my post helped you. Keep visiting!!
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.
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.
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)
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.
Can i start a Pvt Ltd company in my own residence. Do i need to put a board outside. Pls assist.
Yes you can show your home address as Registered office of the company. You will have to comply with the compliance of Companies Act i.e. to disclose name board outside.
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.
For starting of private limited company, minimum Rs. 1 Lakh capital is required.
Hello Mam,I want to convert my small hospital to private ltd.company. Can you Help me.Pleas reply me on my E-mail.
Please visit my office and we will discuss about the procedure.
Does a Private Limited needs a local State Trade Licence. Please clarify Since it has already obtained Incorporation Certificate from the Companies ROC.
You can start business immediately after receipt of incorporation certificate in case of Private Limited company.
Dear Madam,
What is the normal time ROC is taking for action on submission of Form 1A (without certification by CA,CS etc.)
Normally ROC would take 7 working days to approve form 1A. The time required would vary from one ROC to another.
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.
Please call me.
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
Yes a Foreign company can start business in India, Please refer https://blog.abhyankarcs.com/company-formation-in-india/foreign-direct-investment-reporting-compliance/
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
Please call me at 9823226090.
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.
What is the status of the company which has not yet opened its bank account ?
The company has to open bank account after its incorporation. If the company fails to open it, then it will be treated as non operative.
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
After incorporation of company, you shall be required to comply the provisions of Companies Act, 1956 and make application for shop act licence, PAN TAN, VAT/ service tax. For more details please visit https://blog.abhyankarcs.com/company-formation-in-india/activity_formalities_afterregistration/
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.
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.
Dear madam,
Is there any additional process to form a multi level marketing or network marketing private limited company ??
There is no additional process to form a multi level marketing or network marketing private limited company. The same can be registered as normal private limited company
Is it possible for an outsider to get the shareholders details of a private limited company from the Registrar of Companies or MCA website?
You can obtain information of subscribers to the memorandum of association by checking “View Public Documents” on MCA portal.
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?
After e-filing the MOA AOA of the company, no need to file physical documents with ROC. The registration process is online. The Stamp duty shall be paid while uploading the form online.
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
Please call me.
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?
If the documents are in the language other than English, the said document should be translated in English as per DIN Rules.
Res. Madam,
Is there any standard procedure to translate documents in english means How to translate & From whom to translate?
There is no standard procedure to translate documents in English. you can get it translated into English from authorised translator.
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
Yes there is changes to company formation process and forms due to new Companies Act, 2013, but currently it is not yet implemented. You will have to follow the procedure as per existing Companies Act 1956. You will have to visit MCA site
Dear Madam,
Thank you for the reply.
After obtainment of registeration for a company in one state, how can we form an office in another state?
Inshira
Please check my blog :- Article :- Procedure for shifting of registered office from one place to another.
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!
There are couple of questions which need to be discussed for which there would be initial consultancy fees.
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!
Please call me
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.
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.
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.
|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.
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
If Anirudha is founder of the company, he can bring Rs. 50000/- as capital being subscriber of the company.
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 ?
yes you can merge your propreitorship firm into Private Limited company with same asset and liability.
As per section 12 of Co Act 2013, even the private company will be required to obtain the Certificate of Commencement of business, once the section is notified. Please confirm the understanding.
Thanks
Yes every company shall be required to obtain certificate of commencement of business as per Section 12 of Companies Act 2013 after the new Act will implement.
Dear Madam,
We have formed a pvt ltd company recently. Is it necessary to notify Registrar of Cos whenever we issue shares. If so, how often it is necessary or maintaing co records would suffice.
Regards,
Akbar Ali
As per provision of the Companies Act, every company issuing shares to the shareholders of the company, shall file form 2(Return of Allotment) with the Registrar of Companies within 30 days from the date of allotment.
If it is the first allotment pursuant to subscription, then form 2 is not required. But for fresh allotment of shares, as mentioned by CS Meenal, Form 2 is to be filed
If allotment is first to the subscribers of Memorandum of Association, form 2 is not required. But for second allotment to them, form 2 ( Return of Allotment) has to be filed with ROC within 30 days from the date of allotment.
Dear madam;
As discussed over an email I am putting my queries over here …
We are two partners and willing to forma company.
Our requirement is to procure goods from other states and package them with our brand/company name and sell them
What options do we have? What all certificates will be needed?
Further are there any restrictions for already employeed persons doing their own business? Cause I see in one of above post you mentioned that the tax is on companies profit and not on directors income …
So can govt/private emploeed persons can be directors?
Thanks and regards,
Please call me and we will discuss.
It is really useful. Eager to know the charge you are collecting for registering Pvt Ltd company. Already ours is a proprietorship company.
Please call me.
Hello Mam,
I had a query… If a Private Limited wants to go for Dissolution which has been incorporated for less than a year…what will be the Procedure? Is Fast Track exit Scheme of ROC is applicable for such Companies? or the Company will have to go through the Route of High Court and appoint Liquidator. Company has filed its Annual Return for financial year with ROC and No Default is Pending… if u could help me with this…thanks in advance
Please refer Fast Track Exit Scheme available om http://www.mca.gov.in and if you would like to know more details please call me.
Madam,
I wish to start a company in the sector of financial advisory..
1) Can anyone start a pvt Ltd company without Rs. 1 lakh share capital? If so what is the difference between the two entities?
2) Can foreign investment be made in the new pvt Ltd company subsequently and join as one of the director?
3) Is SEBI approval is required even if the company is engaged only in marketing & advisory of financial instruments?
Regards,
The couple of questions need to be discussed in detail and hence please call me.
Hi Meenal ji,
We are operating a partnership firm and I am partner with my dad in this firm, now we want to convert it to Pvt. Ltd Co.
My query – Is it possible to convert the existing partnership firm to Pvt Ltd Co. with existing to PAN/service tax no.(so that we can use all our previous experince) with New name or do we need to register a new company entirely?
Regards
Aftab Alam
Yes it is possible to convert existing Partnership firm into Pvt. Ltd. After taking over partnership firm, the company shall make fresh application for PAN/service tax. You cannot use the same PAN and service tax registration since the status of the business is changing.
Respected madam, your blog is very informative and well maintained heartfelt thanks for updating information.
Madam we are 3 friends planed for starting up e_commerce website with products Vegetables, flouts and Grocery items. Right now I’m doing government (regular) job and other 2 friends also doing govt. job as contractual basic . Can we start e_commerce business without giving resignation from job and without registration as Pvt.Ltd. Company? Kindly guide us. Thanks.
I would advise you to check your Employment Guidelines/Code of Conduct before starting any business so that it won’t violate conditions mentioned in it. Yes you can start e-commerce/ online business without registering as Private limited company.
Res mam,
How to bring minimum share capital. i.e. deposit it in bank or kept it in cash?
and when to bring capital in company, i.e. after or before registration?
I am so confused.
After incorporation of company, minimum share capital shall be deposited in the Company’s bank account in cash or by way of cheque to comply the definition of a Private Limited company. Further for your information, it is nowhere mentioned in the company law within how much time duration it should be deposited but it is advisable to deposit the same before end of particular financial year.
Dear Meenal,
Can a private company can be incorporated with
1) 2 Individuals as first directors- mentioned in the AOA
2) Subsriber to MOA and AOA are:
An individual and a private company.
Is this situation possible?
Yes, a private limited company can be incorporated with 2 individuals as first directors mentioned in the Articles of association and subscriber to Memorandum and Articles of association where in one subscriber will be an individual and other a private limited company.
Hi,
we have a construction partnership firm (2 partners me & my dad) and now want to convert it into a pvt ltd. co.
Q) Is it possible to register private ltd co. with new name for existing firm with existing pan no. & service tax no. so that all the previous work experience can be utilised or do we need to register it as a fresh co.
Regards,
Aftab Alam
After conversion of Partnership firm into Private Limited company, you shall be required to apply for PAN TAN again and the same PAN will not remain the effective. This is because the status of company has changed from Partnership firm into limited company.
I have Some Question …We want to establish
Pvt Ltd With Minimum Share Capital 1 Lk …please confirm do we required Compliance Certificate from CS , Valuation Certificate from CA…
While incorporating you don’t need Compliance Certificate from CS, Valuation Certificate from CA, if the paid-up capital is Rs.1 Lac.
Further for your information, the Compliance Certificate from CS, will be required only if the Paid-up capital is Rs. 10 lacs.
Dear Mam
Please explain the procedure to open a private limited company by a foreigner.
What formalities need to be completed for this.
Please call me.
thanks mam for valuable inf
my question is in second time the printing of moa &aoa the subscriber list & first director will be the same page or new
If the subscribers would remain the same after incorporation, while taking print outs of MOA AOA, the subscriber list and details of first director will be the same page.
suppose after formation of a new company, company does not undergo any contract in its first year hence company has no profit so now
1-will company still need to audit its account?
2-will ROC show company as strike off on the website?
3-will company need to pay any tax or anything to govt.?
4-will company be assigned a sick company status?
If during the first financial year, if the company has no profit or loss, still as compliance, the company shall be required to file audit report, balance sheet, profit and loss statement. The ROC will not show the company’s status as strike off unless the company itself make an application to do so. If during the year, if there are no profit, no need to pay tax. But still the directors shall be required to pay profession tax every year. The Company will not be assigned a sick company.
Mam,
can an individual be only subscriber to moa and not be a director of private limited company???
as companies act 1956 says that subscribers to moa are deemed director of company..
kindly clarify.
Yes only individual can be subscriber to MOA AOA who are not director of private limited company,but there should be minimum two individuals and one should be an applicant who will file forms of incorporation with ROC.
Madam,
i want to register a Multi Level Marketing company… Is there any prohibition on registering such companies ? ?? If no, is there required any other documents besides general documents ? ? Thanks in Advance!
I think company cannot be incorporated with an object of providing multi level marketing but still you may check with concerned ROC.
Madam,
Can you please clarify whether it is mandatory to appoint the proposed directors as stated in Form 1A, or some other directors can be appointed? Proposed first subscribers need to subscribe mandatorily to the MOA or someone else can subscribe?
The company should appoint proposed directors as stated in Form A. IF some other directors would like to be appointed then no objection from existing directors should be obtained. Yes proposed first subscribers should subscriber to the MOA and no others.
Mam, As per mca website “Prashant Mehta Foundation” is registered.
Now, the Q is can I register a LLP with name Prashant Mehta LLP or it will be taken as identical?
If I use to word corporation or enterprises in LLP then any minimum amount of capital partners need to contribute?
If the nature of business is investments then is it necessary for the company name to reflect the business of the company?
While opening account through MCA what source of funds I can reveal? I will be having trading and capital gains income?
Last, Can I use short name”PRM” for example,
PRM Capital LLP or PRM Trading LLP
Since, I will register the firm at my home address then do i need to enter a rent agreement with the propose LLP at the time of registeration ?
If you have register Prashant Mehta Foundation, you can not use Prashant Mehta LLP or PRM LLP because the name is similar though you will use short form. This is as per Name Guidelines. If the nature of business is investment, then the activity should reflect in the name of company. There is no restriction about amount of capital for using corporation or enterprise in LLP. While registering the LLP firm, it would be advisable if you can execute Rent agreement in the name of LLP.
Good Morning mam
I have formed company 2 year back & no return is filed with ROC. what steps can we take to alive company.
Please give in detail.
You just need to file Balance Sheet, Profit & Loss account, Annual Returns for last 2 years.
if a company want to raise money for a new project by offering its share to public so who will decide initial price of the share and what is the formula behind this?
is there any way a company could raise more money than its present worth?
thank you.
Inviting person to raise money is allowed if the company is Public limited, it is not allowed in the case of Private limited company.
Respected madam,
please we want to register pvt. ltd. company. please give me details what i required documents and process. one director is NRI and one is Indian. please give me also total fee for the company registration
This post already mentions the documents required. If you need further assistance, you may get in touch with me.
if once you have register a company by stating a specific field in which company will operate then will company be restricted to operate out of the specified purpose.
As company has to keep indicative word in the name of the company in which field company will work, so if a company use the name XYZ INDUSRIES then what does it indicate in what field such company supposed to work.
your response is ratefully expected, thank you.
Yes if the company is engaged in specific business and registered by stating specific field in which it will operate then the company shall be restricted to operate out of the specified purpose. The name containing word Industries is vast name and therefore I think the company will not be restricted to operate out of the specific purpose.
I appreciate your work, you are doing a great job here, thank you!
I have a question:
When a person starting a new pvt ltd company and willing to retain all the share in his own and one of his family member’s ownership, so why do he has to pay 100000 rupees to his own company to buy its share. Does ROC go into companies account to see if there is a transaction being made about share capital.
In a private limited company, minimum share capital should be Rs. 1 Lakh. Each subscriber has to deposit their proportioante share applicatin money in to Company’s bank account to make total Rs. 1 Lakh.
please mam i want to register a private consultant & working contractor firm how to register it or can be start without registration thanks
Your question is not clear to me. If you wish to register a private consultant and working contractor, you have to register it.
Thank you So much mam giving valubal Information
I would like to know more about One person company (OPC), Is it started in in India also or still have to wait? If it is active then could you please give me some details regarding its formation or a good blog post link would be appreciated?
Thank you
The provisions related to One Person company are not yet implemented.
First of all Thanks a lot for enlightening us which is helpful for layman too on the subject matter.
Madam we want to form a Pvt Ltd. company in other district of Maharashtra, though i live in Pune. will it be possible ??
Secondly after going through your blog, website and MCA website too, i got to know so many things but still there are so many queries unanswered.
Presently m thinking in two ways, either i get further guidelines from you or as per your practice make our company Pvt. Ltd. by charging professional fees.
hoping for latter method convenient because i stay in Pune and will be able to provide documents via appointment and infact, i need consulting too..
Please call me.
Thanks Meenal
I would also like to know how can we download certification after completing all the formalities and getting the approval.
Can we download from internet or we have to personally go and get the same.
Thanks again.
After formation of company, the Government sends certificate of incorporation by email within 24 hours from the approval day. Government has stop issuing certificate physically. Online certificate is final certificate.
thanku so much mam for giving information in very nice maner……
Thanks!!
Thanks a ton MEENAL ji, ur article helped alot, Keep sharing ur knowledge with us.. 🙂
Totally Appreciate it !!!
Thanks!!
Hello Meenal,
Your blog is very much informative thanks very much for the blog.
I have couple of questions
1. Me and my group of friends (relatives and friends around 150 people) wants to start a company with capital of 10 lakhs initially , the nature of bussiness is retail business , all are intrested in being part of the company like share holders , should the company needs to be registred as public limited or private limited ?
2. Can share holder increase there share holding / capital after starting of business in the company ? what needs to done ?
3. Currenty Iam worknig in pvt limited company can i work as a director for new company, which is about to start ?
regards
Raju Chekuri
If the number of shareholders are more than 150 get it registered as Public company. Yes the shareholders can increase their shareholding after staring of business in the company. If you are working in private limited company, you need to check the company’s policy before being appointed as directors.
Madam,
Thanks for your valuable inputs.
Can you help us for registartion of public limited company ?
how much it cost us to register public limited company in karnataka ?
regards
raju chekuri
Please call me.
Hi Madam,
I am in the process of registering the company. I have the following questions. I would appreciate if you could answer or point to me some help.
1. I need to use my current rented apartment as the address for the registered office. I have a lease agreement on my name But apparently we do require a NOC from the owner of my apartment.
I am going to approach the owner. Is there a format or necessary content that needs to be in that NOC. Could you please send me a format ?
2. I would be running my consultancy from home to start with. I do not have any employees. There is one other director who will work remotely as well from his home. Do i really need to register for Shops Act in Karnataka ?
If i do need to register for Shops act, then my question is that they are asking for a rental agreement in the company’s name. Which i do not have since its my home and the agreement is on my name. What proof will i be able to submit.
I would really appreciate if you can answer these questions . My nature of work is Software Consultancy.
For registration of Pvt limited company with ROC, please submit proof of ownership like electricity/ water / tax bill and No objection from an owner. I am not aware of whether shop act licence is needed in Karnataka.
Hi,
i have a doubt : 2 partner ship firms want to incorporate a pvt ltd co… 1 partner from each will represent and will be directors in future company. while applying DIN – is there any rule mention, that he is partner in particular firm or any declaration from firm& while signing MOA&AOA – is firm details need to mention or only individual details sufficient. please revert.. thankx in advance
If he is partner in partnership firm, no need to mention his details while incorporation of private limited.
Dear Madam
I am looking to start a outdoor advertising pvt ltd company.Is there any other registration for an outdoor advertising after registering pvt ltd company?
After registration as a private Limited company, you shall require to obtain Pan card, TAN application. Since it is advertising business, you may need to register for service tax.
Dear Madam,
Its a very well researched and organized blog post. It really helped me clear some of my doubts. But I also have some other doubts which may sound silly to you:
1) I would like to start a company while continuing my M.Tech degree. So, is it possible to start a company while continuing my education?
2) What type of company formation would be preferable. (I mean a proprietorship, LLP ,private limited or Incorporation). Which will be more suitable in terms of liabilities.?
3) Since at present I am solely working on the project, so is it possible to register the company with only me in the beginning. I mean in future as the company progresses we could include other peoples but at present is it possible to form a company with only one person.?
4) Since I am all alone and I have no CA/CS colleagues, how could I be able to get the e-Form 18 by CA/CS for address proof.?
Lastly, could I use my hostel address for company formation? If not, please suggest me some alternatives.
Please spot me some light on my doubts as I have googled it many times but none of them are giving any satisfactory explanation.
Thanks in advance.
U.Sinha
1) Yes, you can form company while continuing M Tech degree. 2) it would be depending upon the nature of business, initial capital investment etc. 3) One person cannot form private Limited company. It needs minimum two directors. 4) i will help you please call me.
Madam,
I want to start a private ltd co. now with contribution of capital by two directors.
Later some of my friends also want to join by contributing to the share capital.
How this can be organised. Do we need to change the articles of association/memorandam of association while additional share holders are joining?
Please guide me
When additional shareholders are joining then the company shall make either allotment of equity shares to new joiners or existing members will transfer shares to new shareholders.
Is Limited liability legally practiced?
Can you please clarify your question in brief?
Very informative blog. I want to give many thanks you. I got many information from the blog.
Manoj Rajput
i have a client whose Private company’s status on MCa shows Strike Off, now they want to Active their company, they have not filed any of their annual returns from last 10 years. so to active a strike off company what shall be the procedure? shall we have to file all 10 years Annual Returns to make the company Active in MCa?
It is a very good question. The private limited company of which the status shows “Strike off” on MCA site, can make application under Section 560(6) of the Companies Act 1956 to the High Court. After receipt of order from High Court the company shall file application to the Registrar of Companies. Then it can file all pending annual returns with it.
Dear madam, I want to float a company and for that i checked the name availability, it showed “no matches found” but when i searched with old company name/CIN search tool it appeared as an old name of an existing company. Now can i go with the same name so that my name will not be rejected or i should choose new name? Please suggest me.
If the name is already registered then you cannot apply for same as per Name Guidelines. It would be better if you can apply for fresh name.
Dear Madam,
Am pursuing CA Course. one of my client wants to float a new company in India. He is an employee in abroad (U.S.A). The members will be himself and his mother. now the question/query from my side is the witness to the subscribers in MOA and AOA will be indian professional, in that case now the client is in abroad can the witness be common for both the members? or he should compulsorily visit India for floating this company. how i should go on this please suggest me.
Thanks in advance,
with regards,
Awinash,
+91-9742435266
If the subscribers are abroad, Indian professional cannot sign as witness. Subscribers should arrange notary from an Indian Consulate of home country on subscription page as witness.
Mam, i have one query regarding company incorporation that i am working in Private Limited organisation and i have already change the company name but company management want to retain the old name of company with new/changed name.
Please suggest to me in which section we can get old name and what is the procedure to get old company name.
You will have to check the name availability of proposed name ( i.e. Old name) again, if it is available you can make application for change the name.
hi mam could u please help me with answer to this question.
can i register a pvt ltd software company without having share capital.
bcause there is an option in form 1 that whether the company is having share capital or not. so is Rs 1 lac share capital compulsary??
you can register company without share capital, which is known as with Guarantee.
Hi Mam,
I can subscribe around 2,00,00,000 shares on paid up capital of around Rs. 1-2 lacs while registering a company?
Can I authorise and issue convertible preference shares of Rs. 2000 each at 7% interest?
Please let me know
Can you please clarify your question ?
Madam, Nice blog. Even non technical people can understand things. I am a share holder of a PVt Ltd company and drawing my renumeration as a technical consultant. From Sep 2013, I also became a Director and hence technical consultant fees can not be paid. Now at which head I can draw my renumeration?
You can get remuneration in the capacity of director.
Dear Smt. Meenal,
It was merely by chance that I stumbled on your one-stop blog that provides all vital information on formation of Private Limited Companies. Thank you for all the information that is given in a lucid manner. I have the following queries:
1. Formation of company involves issue of shares. Is there any legal stipulation on the face value of shares to be issued. For example, if the authorised capital of an intended company is Rs. 1 crore, can the shares be issued in any denomination of face value (100 shares of Rs.1 lakh, or 1000 shares of Rs.10,000/-, and so on)?
2. For a private limited company, share certificates will have to be issued. Should they be issued in a physical form only? In that case, is there any prescribed format and associated conditions (security printing etc.) for the issue of the same?
3. Can a private limited company be formed for the intended business activity of speculative trading in shares and commodities? Is there any lawful business activity that requires any special permission from any authority other than the ROC?
4. I intend to form a private limited company with a target capital of Rs.1 crore. (ie: Rs.2,00,000/- x 50). I have floated the idea among friends and well-wishers. I will know the extent of response only after some time. In the meantime, can I form a private limited company with minimum share capital (to minimise the initial charges) and increase the authorised capital gradually afterwards as and when I get further capital mobilised. I would like to know if such expansion of authorised capital will involve any labyrinthine procedures.
I shall be greatly obliged to get enlightened on the above points.
Regards,
Dev.
Please find below answers to your questions :-
1) yes you can issue shares in any denomination of face value either 10/100/1000 etc.
2) Share certificates shall be issued as per Share Certificate Rules (format is also mentioned in the given rules). They are to be issued in physical form with affixing proper stamp duty.
3) For this i need to talk to you. Please call me as per your convenience.
4) For any increase of authorised capital from existing amount, one should intimate to the Registrar of Companies by filing e-form 5.
Hi Meenal,
Very informative blog. Thanks for sharing! I have a couple of questions.
1. I am currently working for an IT company. I want to start my IT consultancy firm, but I want to remain in my current company and work as part time as a consultant. If my parents become the director of the firm, will it be ok?
2. Does being a share holder in the above said new firm violate any company law that may lead to losing my current job, if the present employer comes to know about the new firm?
Please call me.
Kindly let me know what is your contact number. I have few clarifications.
regards
kumar
Please find my contact details here : http://www.abhyankarcs.com/contact/
Dear Madam,
Thanks for your information.
I have some doubts:
1. Can person who currently works in a pvt. ltd company be a director in a newly promoted company?
2. What s the statutory fees for the proposed company to have paid up capital of Rs. 3,00,000/- in Kerala?
Thanks a lot in advance.
Regards,
Vishnu
Answer to your 1st question :- Yes, a person who works in a private ltd company can become a director in a newly promoted company.
Regarding 2nd question please check the ROC fees on http://www.mca.gov.in.
Hey Mam,
Could you please what cost of forming a outsourcing company in India ( bangalore )?
Please call me.
Dear mam. Myself currently working for an outsourcing company outside India have a chance to help my company set up a branch in India. Please can you guide me the procedures that I need to follow up.
I can guide you. Please call me.
Dear Meenal,
Your Blog is quit informative for the beginners; I want to ask you that is there any problem in registering 5 companies on the same address as we want to segregate all the operations like export, domestic, transportation, consultancy etc. We want to register 5 companies differently for the smooth operation and book keeping so that we won’t have any problem as well as in future if we have to sell or shut any operation, it can be done easily.
Next we want to form the company’s capital account for each so that in future has to raise fund on the company’s asset and it should not involve the director’s asset as mortgage to the banks. Can u suggest something for the VC.
We have planned to purchase and construct the office premises on the name of the company. Is it a viable decision?
Please suggest so that we can move on.
Regards,
Piyush Singh
Please call me.
you have posted very informative information regarding companies formation and regulations, very good blog, ill follow your posts regularly
Thanks!!
Thanks Meenal……. its a very informative blog…. thanks again…. one query I had……
Want to know weither director can claim expenditure incurred during formation of pvt ltd company (DIN,DSC, Professional charges etc).
Very nice question. Director can claim expenditure incurred by him /her during formation of Private Limited company. It is treated as “Preliminary expenses” which shall be reimbursed to him/ her after formation of the company.
Need to info if want a change in form 1A in : Name of the state in which the proposed company is to be registered – From Haryana to Delhi
What is the mechanism as company is not yet incorporated and just form 1a is submitted
Please help??
You cannot change any information which is filed with Form 1A after its submission with ROC. Otherwise you have to file fresh form 1A with normal fees.
DEAR mam, a pvt ltd company has paid up capital of rs 14 lakh with nominal capital of rs 20 lakh has approached a pcs to issue a compliance certificate & to fulfill other statutory requirnment now what r the forms that the pcs has to file & look after to issue the compliane certificate so that all the statutory requirnments r fullfiled on the part of a practising cs….thank you
PCS has to issue Compliance certificate and the company shall be required to file Form 66 within 30 days from the date of holding of AGM.
dear mam, thanks for reply i would wnt 2 to know that apart from issuing compliance certificate with form 66 is it required for a pcs to file form
20b,23 ac, and 23 aca, at the same time annually, thanks
The Company shall be required to file Form 23 AC/ 23 ACA, simultaneously and form 66 within 30 days from the date of AGM. Form 20B within 60 days from the date of AGM.
dear mam, thanks for the reply i want to know what is a combined register & how its used by a pcs and a whole time secretary
I think you mean to say Statutory register of the company. It contains the Register of members, shareholders, directors, director’s sharehholding, register of charges, contracts.
dear mam, thank fr the previous reply i want to know wat abt those companies which has got paid up capital below 10 lakhs, do they hav to file form 66, 20b, 23 ac, 23 aca like a company which has got paid up capital above 10 lakhs thanks
The companies having paid up capital below Rs. 10 Lakh, no need to submit form 66 (Compliance certificate) along with Balance sheet. But they will have to file form 23AC 23ACA and 20B.
dear mam,
can a foreign company outside india can start business here in india n what r the formalities it has to follow to start a business here thank u
To know more formalities please call me.
Hi,
We wanna register a company in the name of “Meet India Hospitality pvt Ltd”.
Please advise us, if the india name is included in company name, how much Will be the minimum capital amount and registration fee
You can register new Private Limited company having India word in between. There is no rule to have minimum capital amount for incorporating the company having India word in between.
Ok Accordingly it means that the whole process has gone online? If all documents are in order then still is there any need to go to ROC office?
What are the obstacles which i may face in the process?
The whole process is online and if all documents are in order then there is no need to visit ROC office. But in some circumstances if the query raised by ROC is not very well understood or clear, you may require to visit it.
Dear Madam,
I am Aseemuddin Ahmed I have almost 10 years experience in pharmaceutical Industry as sales manager, I need help from your end that
1. How I can open my own company as pvt ltd company?
2. Is it very much required that I should get DRUG Licensed? How to register my product name as TM?
I can guide you on opening Private limited company. I also provide the trade mark registration services. Please call me.
Madam,
I would want to know the decleration to be filed by subscribers of new company in given format is required on stamp or normal paper will also do
The Declaration to be filed by subscribers of new company is required to be notarized (either on stamp paper or by doing franking).
Hi Madam,
First of all thanks for such useful information. I need some favour from you. We are four guys working hard on our IT based startup. Our businesss it mostly related to Designing & Developing Interent and smartphone products. What should be our steps to form a startup to a pvt ltd company?
Thanks 🙂
I can help you register a start-up as a private company. Please call me.
Hi Ma’am,
I read your blog. It is quite impressive to know about your sincere commitments to the profession.
We are running a Pvt Ltd Company having only two directors with minimum required share capital.
Can you please suggest that
(1) Is it necessary to upload each resolution to RoC
(2) Is it necessary to upload minute book to RoC
(3) Is it necessary to upload four board meeting’s resolutions and minute book?
Thanks & Regards,
Jigar
Please find my answers below :-
(1) Uploading of resolution to ROC would depend upon the matter to be discussed in the Board meeting. Ordinary and special resolutions shall be required to be filed with the ROC as and when passed in the General meeting (whether in an Extra or Annual General meeting) as per Company law.
(2) As per Company law, minute book is the recording of proceedings and business. It is internal document to be kept in the registered office of the company. It is not required to be uploaded to ROC as per Company law.
(3) same as ans 1 and 2.
I and my friend has started Pvt.Ltd firm.
He is still working in job of our competitor firm and earning around 30k per month.
Company is name of his father and me.
He is not willing to work full time here as the current job of his fetches us direct clients.He has agreed to not to take salary till the time he joins full time.
Now I’m fetching 15k per month from our firm and he is fetching 30 k there.
Is there a rule in pvt.ltd that both director has to draw salary,one alone can’t.
The Companies Act 1956 has not provided any strict provision or rule to the Private Limited company regarding remuneration i.e. salary of director. It is no where mentioned in the Act that both the directors should draw the salary/ remuneration.
Mam,
I applied for name availability and got it. but the 60 days time period is over, is there any option of extending the time period because i want the same name for the company???
You cannot file form 1 after expiry of 60 days.You can apply for fresh form.
Hi Meenal,
I am an IT professional based out in Bangalore and off late I have plans of setting up a Travel company as I am very interested in the Travel and Tourism domain. I plan to start it on a very small scale to begin with. Say 4 people involved in the start up. Is it necessary that I register this company in the starting phase it self? Also I had planned earlier to provide availability to the customers online and not necessarily by opening an office. Is it possible?
Thanks
AJ
If you are interested to set up travel company with 4 people initially, for getting advantage of limited liability and having separate legal entity for company, you can register private limited company with minimum authorised and paid up capital as Rs. 1 Lakh.
am a foreigner with a foreign partner ,i want to establish a new private limited company so is it necessary to have one more local partner ?
You can establish a new Private Limited company having two foreign partners.
Dear Madam,
Highly informative blog in simple language. I will be more than grateful if you can advice me on my queries.
Following are my queries
1. With regards to company registration, when i checked in MCA site, its still showing all the Forms are as per Companies Act 1956. As the Companies Act 2013 is already passed, should I wait for the new forms to come or can I file with the same Forms ?
2. The company is of a private company and the Director is an NRI. Do I need to file any other additional documents along with those mentioned in the blog ?
3. The company is something like a sister concern of an existing company and also planning to issue few stock options to employees of the existing company. For that any additional requirement is to be fulfilled ?
4.The company is aiming to have VC fund for its products . Do I need have done anything extra with registration requirements ?
Kindly clarify Madam. I am eagerly waiting for the reply.
Thanking You.
Couple of questions needs to be discussed hence please call me.
Hello mam a pvt ltd company requires audit so should it be yearly or quaterly, and whats the cost of audit?
Audit under the companies act is known as Statutory Audit. It shall be made for one Financial year. hence it should be yearly.
I am planning to open a business, operated through website, related to steel sector industries in Jharkhand. This website will help industries
(1) to find a better market
(2) to find suppliers of raw materials and consumables.
can i register my business as a pvt. ltd company? I want to operate the business only through website and phone, & also want to keep my residential address as the office address.
Yes you can register business as a private company, you can keep residential address as the office address, only you have to submit address proof and No Objection from owner.
Excellent Blog Meenal.. Its very helpful for everyone..
I have just uploaded my form 1 reading through your blogs and other information.. Just wanted to know approx how much time it takes for the processing to get certificate of incorporation ?
It would take one week ( 7 working days) for approval of form 1 from ROC provided there are no queries raised from ROC.
i want start a construction business and a apparel business in internet like e-commerce and also i want to start a pvt limited in these sector should i register my company if i start it in internet
Please decide which is your main business because you have to inform main object of company along with other objects to ROC. You can register company with main object as construction business keeping internet business as ancillary objects.
Hi, thanks for providing such great piece of information. I am a health professional with a some expereince in the social development sector from Ranchi, Jharkhand. I would like to start a firm to work in the sector of health promotion. Although the principle of the firm would be to improve Quality of life of people, but at the same time, it would largely non profit activities. I would like to know which would be a better option to register this firm as? I am not looking to register it as a trust or NGO as, it looses the value, and I do not see sustainibility in them. Could you also please guide me the process of registration and the associated cost. Thanks
Please call me.
hello ma’am
could you assist me pls with the procedure for change of CA.
mine assosciated CA has registered for Din and has reserved name of company in more than two months.
is this duration right?? and what is the time duration for forming a company,when all necessary documents asked are provided.
kindly suggest
After receipt of name approval letter from the Registrar of Companies, one should file form 1, 18 and 32 i.e. incorporation forms along with all necessary attachments within 60 days from the date of receipt of letter. After expiry of 60 days, you can not register it and the proposed approved name will be open / available for others to make name application. In the process of incorporation, if you would like to change the CA, you can do so there is no procedure mentioned by Ministry of Corporate Affairs.
Truely a no-nonsense blog.
Really appreciate your knowledge sharing.
I have a question. I had started a venture (a Private Limited Company) few years back. It appears to be in a dormant state now (no business was carried out & no annual returns filed). Is there a way to activate such a dormant company? Thanks.
You have to make application and file form 61 with MCA using the option ” Normalising the dormant company”. Attach application and notarised affidavit in support of application. After approval of the application, the company shall be provided 21 days to file all the annual return and balance sheets for the required financial years. In case all the required filings are done within 21 days, then the status of the company shall be changed to ‘Active’. However, in case, all the required filings are not done within 21 days, status of the company shall be changed back to ‘Dormant’.
Sir, I want to start a plant for mineral water, i would have to form a company and will have to go thorugh all the above procedures?
Yes if you would like to register your business in which the liability of directors will be limited, it would be better if you register Private Limited company or limited liability partnership (LLP).
Dear Minal,
Is there any restriction on raising caiptal for a private limited company? I mean can a private limited company can issue new shares within first year of incorporation?
Also, what is the timeline by which shares have to be alloted after receipt of application money in case of a private limited company?
Private Limited company can issue new shares within first year of incorporation. There is no restriction on raising capital for a Pvt Ltd company. There is no timeline by which share have to be alloted by company after receipt of application money, but there is provisions in the Companies Act, 1956 about issue of share certificates to shareholders. The company shall be required to issue share certificate within 3 months from the date of allotment.
If the allotment is to Non Resident Indian/ Body corporate then following procedure under FEMA to be followed :-
As per FEMA Regulations within 30 days of receipt of share application money, the Indian Company has to intimate the same to the Reserve Bank the details of advance remittance from the date of receipt of the amount of consideration.
Within 180 days of receipt of share application money, the company has to issue the shares to the Non Resident.
Within 30 days of issue of shares, the Indian company has to file Form FC-GPR (Part A) to Reserve Bank of India through Authorised Dealer.
As per Companies Act, the Company is required to file Return of Allotment in prescribed Form No. 2 within 30 days of allotment of share as per Section 75 of the Act with Registrar of Companies.
Dear Meenal,
Your earlier reply was very useful.
I have one more question: If we sell shares of a private ltd company to a non resident (not new issuance), then also we need to inform RBI?
Further, ours is a restricted sector for foreign investments. In that case, stake held by a non resident indian is counted as a stake held by a foreigner?
Regards,
Vimal
If it is transfer of shares from Resident to Non Resident or reverse, the company shall be required to inform Reserve Bank of India within 60 days from the date of remittance of consideration towards transfer of shares by way of filing form FC-TRS along with necessary documents, consent letter and Chartered Accountant’s certificate for valuation of shares. Can you please clarify me about your second question please?
Will expenditure incurred by a Company for obtaining DIN of Directors at the time of incorporation form part of Preliminary Expenditure?
Yes, expenditure incurred by a promoter of proposed new company for obtaining DIN of directors at the time of incorporation form part of preliminary expenditure.
Dear Maam,
The partners of a Partnership firm decided to incorporate a Pvt Ltd Co, without conversion.Now they want to introduce the assets of the firm in the New Co without consideration. At which price should these assets be recorded?
Best regards,
Souvik
I think valuation of assets from Chartered Engineer ( Government recognised) will be required.
A Pvt Company wishes give exclusive marketing right (Sole Selling Agent) to a partnership Firm. What provisions are applicable in the companies Act,1956 & 2013 and also are there any special tax implications? Please refer the relevant section of Companies Act,2013.
Companies Act, 2013 is not yet fully implementated. Few drafts have come up which are applicable from 12.09.2013. Please refer my blog with new 98 sections applicable as per Companies Act 2013.
A Pvt Ltd Company wishes to appoint a sole selling agent for the whole
of India and for all of its of products. My queries in this regard are
:
1. Who is required to get VAT registration and file return, the co or
the sole selling agent or both?
2. Can the Co opt for Composition scheme, if turnover is less than the
specified limit?
3. When goods are transferred to the sole selling agent then What
entry is to be passed?
4. At which price is the entry required to be passed ie whether at the
price at which the agent will sell the products to the market or at
Cost?
5. Please give reference of a company which has appointed a sole selling agent?
6. How is the invoicing to be done, both for Co and the Agent?
Any advice, presentation or useful link would be very useful.
Best regards,
Souvik Ghosh
Sorry this question is beyond the scope of blog , hence could not be answered.
Dear mam,
what is the time period between Certificate of Incorporation and Certificate of Business?
How the voting power is determined where company has no share capital?
A Public company cannot commence its business unless it obtains certificate of commencement of business from the concerned Registrar of Companies. After obtaining certificate of incorporation from the Registrar, the new company shall obtain certificate of commencement of business as soon as possible because it cannot commence its activities or exercise its borrowing powers without it. There is no provision under the companies act about the period within which the company should obtain Certificate of commencement of business.
if the company has not share capital, the voting power shall be decided upon majority of votes.
Dear Mam,
I would like to make one question. Whether stamp duty will be paid on qualification shares in case of a private limited company after it’s incorporation and if so in whose jurisdiction such duty will be paid and how much will be paid if the capital is Rs.100000/-?
Please call me.
I am an individual. Currently working & will be retiring within few months.
I intend to start consultancy jobs
Do I need to form company to take consultancy jobs
If yes how to start formation of Company
Initially to start with you can register a proprietorship firm. As the business grows you may think of having a company. As per New Company Act, 2013, there is provision of incorporation of One Person Company (OPC). This provisions is not yet implemented by the Government.
Please let me know what are the formalities to be done for proprietorship
I am based in Mumbai
I have to start consultancy Job
Please obtain Shop Act licence for registering proprietorship firm.
can a shareholder (partner) work for another company? or it will be a conflict of interest.
yes one shareholder can work for another company
Excellent blog
I cannot workout the expenses. For incorporating a company with a paid up capital of 1 crore in Delhi, what would the cost of stamp duty and other charges to the government be please ? ( not including professional services for advisors). Thanks
Sorry for the delayed reply.
The registration fee and stamp duty to be paid, is based upon amount of Authorised capital and not the paid up capital. If Authorised capital is Rs. 1 crore, the registration fee (i.e. fee on Form 1, MOA AOA and 18, 32) is Rs. 1,58,000/-(which is irrespective of state).
The stamp duty shall vary from state to state. It is Rs. 15000+ Rs.10(Form 1) +Rs. 200 (MOA)= 15210/-. Here the stamp duty is 0.15% of authorised
capital subject to a maximum stamp duty of Rs. 25 lakhs of stamp duty.
M’am,
If one of the subscribers to the MOA is a foreign national, the subscription sheet of MOA has to be attested by Consulate of Indian Embassy in his/her Home Country. Is this required even if the subscriber comes down to India for signing the MOA?
If one of the subscribers to MOA is a foreign natoinal, then it should be attested by Consulate of Indian Embassy in his home country. But if he comes down to India for signing the MOA, any witness from India can sign and no attestation from his country will be required.
If the subscriber comes down to India for signing, then he can sign in India and witenss also can sign in India.
Hi,
This is DIleepsetty from Bangalore,
Can I register in the name of Indelectric Company Pvt.Ltd
You can refer this link https://blog.abhyankarcs.com/company-formation-in-india/how-to-check-proposed-company-llp-name-availability/
to see if the proposed name is available.
Hi,
We are four partners and all set to file for company registration. We will be doing business for trading and services for IT related equipments with Delhi as our main registered office, so will apply for sales and service tax in Delhi. Also, Gurgaon will be main business hub, so do you recomend us to apply for sales and service tax in Gurgoan also.
Can you pls share more details around my question i asked above.
Rgds
Deepak Grover
Please call.
Hi Meenalji,
First of all, this is very userful information who want to incorporate company. I would like to thank you very much for this initiative.
I am also incorporating a new company and have some queries, it would be very great if you could help on my queries:
1. Is it necessary to mention Details of the manager or secretary in form 32 or it is optional?
2. Is stamp paper is required to draft MoA and AoA or we can directly attach pdf file in Form1?
3. Could you please give format of No Objection Certificate from director if registered office is
owned by director (not taken on lease by company).
4. What is difference between managing director and director?
5. I am filling form1 and after clicking on ‘Check Form’ i am getting error that “Total amount of stamp duty paid for others not entered.”
But we will require to fill 9 (b) ii. section only if we are not paying stamp duty online thru MCA21 portal right?
6. When below documents are required in Form32.
a. Declaration regarding qualification shares
b. Consent(s) of the appointee Managing Director, director(s)
Thanks Again,
Regards,
Ganesh
1. It is not necessary to mention details of manager or secretary in form 32. it is optional.
2. Stamp paper is not required to draft MOA AOA. Stamp duty to be paid online and attach MOA AOA to form 1.
Now a days the Government has made mandatory to pay stamp duty online.
For other details please call me.
i have company in Bangalore. I want to change the address with in the state but different city (Mangalore). Can you tell me you can do this. and what is the amount. ?
Thank you.
Please call me.
Hello Madam Can You tell us……is there any Objection if we want to Take “India” Word in our Company Name
So kindly give me detail
Yes you can register company using India between the name.
In india while registering a pvt ltd company is it mandatory that it should have 2 words one noun and other describing objective of company for example
ajaxter software
cant i register it with name of ajaxter pvt ltd??
also can i use ajaxter Inc. pvt ltd
or ajaxter corporation pvt ltd
While registration of Private Limited company, the name should have prefix and other word will describe the activity.
HI,
Do you have any PVT LTD companies for sale, with clean track record, taxes paid etc., Not Shelf companies.
Contact me by eMail
Thanks.
No.
I going to start a Online Webstore which is service oriented company, i want register for a company its is mandetory for me.
Whether to register company with main object of online webstore will depend upon lots of things like, number of individuals involved, initial capital investment. Couple of questions need to be discussed please call me.
Respected Madam,
I want to start a new company with primary business as printing & reprographics, also i would like to start the sales of printing machines. I wish to know what will be the best form of enterprise for us ( proprietorship or pvt ltd). also, what all taxes should apply to our services of printing and reprographics. Since, most of our peers apply VAT only.
Please advise
Thanks & regards,
Tarun
To start the business as proprietorship firm or pvt ltd it would depend upon many things like, number of partners involved/ capital contribution or investment. This needs to be discussed hence please call me.
Hi, Thanks for providing wealth of information and helping so many people.
I have a question here. To obtain DIN one has to provide form digitally signed by CA/CS? To obtain DIN for a director living abroad does a CA/CS living in India need to digitally sign the Form DIN1 so it can be uploaded electronically? If so, where can i find list of CA/CS who can digitally sign DIN1 form for me? Thanks
Yes, CS /CA can attach DSC to form DIN 1 of foreign director. I can help you hence please call me.
Dear Madam,
My father is running a proprietorship firm offering printing photocopy and reprographic services for three decades in New Delhi.
I want to start a new company offering similar services in Gurgaon, Haryana. Could you please advise if a proprietorship firm or a private limited firm is good for our kind of business. Also, what all taxes apply to our kind of services? Most of our peers apply VAT only.
Since our industry is not very well organized. Pricing is very competetive and profit margins are decreaasing rapidly. Could you suggest a company type that best suites our needs and keeps us at top of situations by allowing swift decision making and less hassles in terms of book keeping?
Thank you in advance.
Regards,
Tarun
You can choose to form LLP ( Limited Liability partnership firm) because the cost of registration is less and LLP compliance are also less. For knowing more details, please call me.
Hi Meenal ji
I have a quarry I incorporated a private limited company with one of my friend in the last financial year i.e. 2012-13.
At the time of incorporation We signed our MOA & AOA by subscribing 5,000 shares each. Later my friend paid a cheque of Rs. 50,000 against subscribed Shares but I could not do the same.
Now I want to know weather is it mandatory to acquire subscribed shares? and if yes now what can I do in my case? What are the options available to be?
Thanks in Advance
With Regards
Archana mittal
The subscription money will be paid before the end of financial year. If shareholders fails to do so, the company shall be treated as default company. I would advise you after knowing the balance sheet information.
Thanks for your Reply Meenal Ji,
The Balance sheet as on 29.08.2013 shows that Subscribed and paid up capital Rs 50,000 and Subscribed but not paid till date Rs. 50,000.
please reply what should I do now?
Can you please call me ?
Hi mam,this is Ravikumar i am going to form a private ltd company ,is there any perticullar educational qualifications are required to become a managing director of the company? my qualification is 3 years of ITI passed ,diplamo machanical engineering is incompleted and 12 years experience in the simillar field. thanking u
In the Companies Act, there is no provision that MD must have some education qualification for Private Limited company.There are some qualifications those are applicable to MD of Public Ltd company.
thank you mam , for your kind information.
RESPECTED MAM
,WE HAVE START A PVT LTD COMPANY ON JUNE 2012.
WHEN WE HAVE SUBMIT THE B/S AND P & L ACCOUNTS TO ROC IN THIS YEAR.
Yes, the company if incorporated on June 2012, shall be required to convene Annual General meeting this year and file annual return, balance sheet with Registrar of Companies within 30 days from the date of Annual General Meeting.
Dear mam,
We had filed form 1, for 18 and form 32 in ROC bangalore. We had attached telephone bill and noc in form 18. And in MOA we had written registered office clause as ” The registered office of company will be situated in state of Karnataka. The form is rejected for following reasons 1) Registered office clause to be written properly , the form 18 ownership evidence i.e., water bill/E.B.bill/ tax paid receipt not enclosed/. Please let me know the way out.
You have received query because the situation clause in MOA is not properly worded. It shall be drafted such as” II.The Registered office of the Company will be situated in the State of Karnataka within the Jurisdiction of Registrar of Companies, Karnataka.”. Since you have not mentioned within whose jurisdiction the registered office is situated, ROC has raised query.
Secondly, you shall be required to submit water bill/ electricity bill/tax bill as proof of address of registered office.
I face a similar problem. The apartment is owned by a relative but the documents accepted as address proof still bear the name of the builder and not the owner of the apartment. Is there any way to work around this? Can the sales deed be used as a proof?
The proof of address should be submitted with the Registrar of Companies, NOC shall be provided by a person in whose name it belongs. In your case the owner is your relative but still the proof of address bear the name of builder, then it is required to get NOC from the builder.
Thanks for the reply, we got our company registered by providing a copy of the sales deed specifying the name of the builder and the present owner alongwith a utility bill in the name of the builder. Thanks a lot nonetheless.
Congratulations!! thanks for the update.
At the time of Company registration under which form the declaration cum affidavit is to be attached.
The format of declaration is provided on my blog under the heading ” Procedure of formation of company.
Hello,
I want to know what is the difference between promoter/investor and director in terms role,power in decision making and legal terms.
Thanks
The couple of question need to be discussed please call me.
I want to start a private ltd. company. for this minimum how man no. of persons are required as per the new companies act ? can i start a one man company ? can i make my two minor children ( 15 years and 12 years ) as partners / shareholders / directors ?
At least two directors shall be required for formation of company. The Company Bill 2013 has been passed on 08.08.2013 by Rajya Sabha, but still Company Act has not been amended. You cannot make two minor children as director of company. After incorporation they can be appointed as nominee directors after incorporation process.
Hello Meenal,
Me and my father are whole time directors of a pvt ltd company. Now we are planning to add one more whole time director, but on certain terms and conditions.
My query is what is the procedure to add the new director and what type of agreement is made between the company and the new appointed director.
For addition of new director, the existing directors shall convene Board meeting for appointment of Additional Director as per Section 260 of the Companies Act, 1956 and pass Board Resolution. The company shall file form 32 within 30 days from the date of passing of board resolution.
respected ma’am
i have a plan to start a business and i liked a name for it, but when i checked in name availability i found some similar name for example iam thinking of giving xxx group but there is names like xxx interio llp, xxx jewellery and xxx sofa studio etc. will it create any problem for my company’s name, can i give that same name or should i have to change.
iam eagerly waiting for your reply to get more information.
thankyou
with regards
As per Name Guidelines, the new name shall not be similar to existing registered company/ LLP. But most of the cases, the prefix will be same, and activity is different, in that case the same name will be acceptable. The procedure of approval of name may differ from One Registrar of Companies to another. My answer is based upon your question, but the name availability needs to be checked in detail.
respected ma’am
i have a plan to start a business and i liked a name for it, but when i checked in name availability i found some similar name for example iam thinking of giving xxx group but there is names like xxx interio llp, xxx jewellery and xxx sofa studio etc. will it create any problem for my company’s name, can i give that same name or should i have to change.
iam eagerly waiting for your reply to get more information.
thankyou
with regards
Nabeel
Please read Name Guidelines specified by the Ministry of Corporate Affairs. It would be impossible to discuss on blog, which is beyond the scope of work. Please call me.
One of female director of our company got married after incorporation of pvt Ltd comp
i want to know is it possible to change Surname of female director after marriage & if yes what is the procedure
Yes, it is possible to change the surname of female director after her marriage. She shall be required to update her name by way of filing e-form DIN 4 on http://www.mca.gov.in. She should attach to e-form DIN4 copy of -Pan card ( after change of name), address proof, marriage certificate,Verification (Annexure II) as per DIN Rules. All documents should be self attested and certified by professional. Please read help instructions of Din 4 available on MCA portal.
Hello Mam
What is the process for incorporating a Private limited chit fund/ Nidhi company.
what are the additional formalities and fees to be payable to the department
Kindly Reply
For knowing more information please call me because that will need to consult you and for which some consultancy fees would be charged.
Dear Meenal
Hi. You and your blog are a very great help for people like me.
Please kindly be informed that we as 4 foreign individuals decided to establish a private limited company in India in free trade zone. I have some questions in this respect. Is it possible to contact you via OOVOO or SKYPE.
Please inform me about that.
Thank you
Hassan
Please call me on mobile number or office number.
I can not find your contact number. Will you please guide me and send it to my e-mail.
thank you
Hassan
Please find my contact details here: http://www.abhyankarcs.com/contact/
Hello Mam,
Please let me know the below:
1) Is it compulsory that I need to have a capital of 1 lakh to start a pvt ltd company? and if yes, do I have to show it in the current account or may I use the capital for infrastructure and other costs and present the same in the balance sheet ? Is this ok ?
2) How many days would it take for the registration process ?
3) How much would the registration cost ?
4) Is it advisable to approach a broker for the registration process ?
Yes, it is mandatory to have capital of Rs. 1 lakh to start a Private Limited company. yes, You should deposit it in the Company’s current account and can use for business operation. Regarding 2,3 and 4th questions I request you to please call me.
hello maam,
if you could clearify the following
Power of ROC is to be attached with which form?
form1 or form 18 or form 32?
Thank You
I have not understood your question. Can you please clarify me?
Dear Mam,
Can I register a name of a company ending Inc. in India. For instance can i keep a name ABC Inc. (in case it does not belong to someone).
Regards
Pankaj
The company name should end with either Private Limited or Limited ( in case of Public company) as per the Companies Act, 1956. The word ending with ” Inc” is normally used outside India.
Dear madam,
Nice discussions and knowledge sharing.
We have a partnership firm. It would be beneficial to convert it into a private Limited company or a new private limited company should be form with 1 lac capital thereafter that company should take ovewr the partnership firm under merger/takeover. Directors partners will be same. Newly form co. will have liberty for other takeovers also. whereas if a running partnership firm is converted in Pvt Ltd co. then limitation exists.
Couple of question needs consultancy please call me.
Hi,
We are filing a pvt limited to provide software services across India and abroad.
We have two choices to opt for filing state.
Bangalore OR Ahmedabad
We will offices at both the cities but we are not sure which city to pick for filing papers.
Any suggestions and reasons to choose city of filing ?
Thanks
Saurabh
The forms of incorporation shall be filed with the Registrar of Companies, within whose jurisdiction the office is situated.
if you wish to form in Bangalore, then you have to file in ROC Bangalore. if you wish to form it in Ahmadabad- then ROC Gujarat. Every state is having different ROC to deal with incorporation process.
hi madam ,,,
i have some question to ask , you as i am starting a new company,,,,
1)what happen to the share capital in pvt ltd 100000 rs.
2) can we use this money or i have to deposite it the government.
For incorporation of private limited company, the minimum authorised capital should be Rs. 1 lakh. after incorporation of company, the subscriber / shareholder of company should deposit subscription amount in current account of company’s bank before end of financial year. You can use this money. You need not deposit it with Government. Only stamp duty and registration fees to be paid based upon amount of authorised capital.
dear mam,
i want to know that a paper manufacturing pvt ltd company whose turnover is 4.5 crores. wat r the ROC MATTERS n statutory requirnmemts it has to fulfill with the help of a company secretary? can these matters be complied with the help of a ca or a icwai???
In the question it is mentioned that turnover of 4.5 crore. I think your question is – whether company having turnovr of 4.5 crores needs to appoint CS in Full time employment? Please clarify me.
dear mam,
yes whether a pvt ltd company which manufactures paper with a turnover of 4.5 lakhs – 5lakhs require to appoint a cs r nt? if nt then what r the roc matters it requires to comply on a regular basis with the help of a practising cs…….thanks
The appointment of CS as employee shall be required if the Paid up capital is Rs. 5 crore or more. Whether to appoint CS as employee or to appoint CS who is in Whole time practice to do all regular compliance (to issue Compliance certificate) would depend upon the amount of paid up capital and not on turnover basis.
dear mam,
if a person wants to be a director in future can he apply fr his own personal din??& what is the procedure to hav a din???
The person can apply for his own DIN which he can use in future. But as per recent amendment of Ministry of Corporate Affairs (GOI), once the DIN has been allotted to the person, he must utilize his DIN within 365 days from the date of allotment,otherwise DIN shall be lapsed.
Thanks for the information Meenal. Your active participation has helped solve a lot of people’s problems.
I am facing a problem too. I am registering a company in Mumbai. I have received the approvals for the name etc. The problem is I don’t have an address that I can use for registration of the company. I live with my parents and the house is rented in the name of the company my father is employed. Our own permanent address is from Hyderabad. My friends are facing objections from their co-op societies. I thought I’d use a virtual office, but I’m unable to find one. My last idea is to use a PO Box number. Is that acceptable or do you know of an Virtual Office in Mumbai that i could use?
Thanks
Varun
For the purpose of registered address of the company, one can use virtual office but not PO box number.
I have submitted my application to the RoC using a virtual office space address for registration, but they have rejected my application saying the NOC from the virtual office space should in the form of a Board Resolution and a normal NOC will not be accepted.
Also, as per the virtual office space rules, they are not allowed to give out an electricity bill, but I need an address proof from their side. They have provided a internet bill, but even that has been rejected.
Please advise.
Thank you,
Varun
Please request an owner to provide you electricity bill/ telephone/tax bill. As requested by ROC please provide board resolution and NOC as well.
Dear Ms Meenal,
follwing are my two queries
1. Want to make my wife a non-executive director in the private limited company I’m planning to incorporate.
2.Given the two director requirements to incoprorate a company can the two directors (me and my wife) as Executive and Non-Executive director, respectively is considered as valid requirement?.
3.Since My wife is a dormant member of this entity can she become an non-executive director with no stakes, as no investments is expected from her?
4.What’s the difference between promoter director and director?
Request your expert advise on this.
Regards,
RK
yes, while incorporation, one director as executive and second as non executive will be considered as valid and acceptable. Promoter directors means the director who is first director at the time of incorporation, promoting new company. He will play major role in the company’s business. Director means an individual who can be added as Additional director/ director or alternate director.
Hello Mam
This is relating to incorporation of pvt ltd company
We have filed form 1,18,32 recently
when checked the status of the same it says as follows
“Where as in Form No.18 and 1 requires following rectifications /corrections : 1. Municipal Premises number to be included under RO address- in form 18 , 2)Declaration/Affidavit to be furnished by the subscribers/first directors duly stamped as per Circular No. 11/2013 of Ministry of Corporate Affairs. Form should be resubmitted by 30/08/2013 failing which the eForm shall be treated as invalid and shall not be taken on record. (Please refer Regulation 17 of the Companies Regulation, 1956)”
we have prepared affidavit relating to the circular 11/2013.
but we did not understand about the first case Municipal no to be included in RO address in form 18.
We have already included the address as plot no 20, we do not have any municipal no for the same. when asked the owner replied that it is a contonment area and we have the address as plot no 20 paigah colony only, the same is there in power bill also which we have attached to the form 18.
what should we do now? we have already mentioned in the form 18 as plot no 20 paigah colony and we do not have any municipal no. In the house tax receipt also the address is same as mentioned above.
can we write any letter to the ROC or any affidavit or declaration required? if yes who shall give it director or house owner. we are tenants in the building
Kindly reply
You have to check with the Registrar of Companies, within whose jurisdiction you have filed Form 1, 18 and 32 for confirming the Municipal Premises number which is mentioned on Form 18.
Can a private company hold its AGM at any place? Is special resolution sufficient or AOA should be amended for that purpose?
what about EGM?
As per Section 166(2) of the Companies Act, 1956,every annual general meeting shall be called for a time during business hours, on a day that is not a public holiday, and shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situate.A company can, therefore, hold is annual general meeting at any place within the postal limits of the city in which its registered office is situated, it if is more convenient to its shareholders. Compliance relating to section 166(2) needs to be complied with while holding the annual general meeting.
It is in continuation of earlier query -whether EGM can be held in place other than registered office of the company. Yes, EGM can be held in any other place.
In case of change of registered office outside state which form have to be filed first form18 or 21 and within how much time period? and is any of form 18 or 21 require other SRN?
For shifting of registered office outside the state e-form 21 should be filed first and then form 18. Please visit the procedure to shift the registered address of the company outside state, on my blog.
hello mam
My question is relating to the Declaration/Affidavit to be furnished by the subscribers/first directors duly stamped as per Circular No. 11/2013 of Ministry of Corporate Affairs
Is it enough if i attach the affidavit under optional attachment if any column in form 1 or do i need to submit it physically at the ROC
Declaration format is required to be attached to e-Form 1 as an optional attachment. No need to submit hard copy with ROC.
Thank You Mam
dear mam,
i want to know what is transfer ,transmission, lien on shares? & do a pvt company can transfer shares or a public company can only execute these features?
Sorry for the delayed reply. I some how missed this question.
Transfer is selling of shares to other person or existing shareholder. The transfer of shares relates to a voluntary act of the shareholder, transmission is brought about by operation of law.
The word ‘transmission’ means devolution of title to shares otherwise than by transfer, for example, devolution by death, succession, inheritance. While transfer of shares is brought about by delivery of a proper instrument of transfer (viz, transfer deed) duly stamped and executed, transmission of shares is done by forwarding the necessary documents (such as a notarised copy of death certificate) to the company. On registration of the transmission of shares, the person entitled to transmission of shares becomes the shareholder of the company and is entitled to all rights and subject to all liabilities as such shareholder.
Dear Mam,
While forming company,Is MOA & AOA require signature of director on each page? and if yes then how many director need to sign? We have taken letter of authority signed by two directors.
Thanks and Regards…
MOA AOA should be signed by subscribers of Memorandum and Articles of association. The directors signature on MOA AOA is not required by law. As per Section 15 and Sec 30 of the Companies, Act, MOA AOA shall be signed by each subscriber who shall add his address description and occupation(in his own hand writing) in the presence of at least one witness who shall attest the signature and shall like wise add his address, description and occupation (in his own hand writing) if any. The subscription page shall be signed by subscriber and not each page of MOA AOA.
Dear Ma’am,
Your Blog is very helpfull. But I have a doubt – Is it mandatory that the MOA and AOA be witnessed by a Practicing CA, CS or CMA. Can the person without professional qualification witness the MOA and AOA.
Section 15 specifies about the signature of memorandum that subscriber shall sign in presence of at least one witness. It is not mandatory that MOA AOA should be witnesses by a practising CA/CS. The person signing it, shall be required to mention his name, address and occupation.
Dear Mam,
While forming company,Is MOA & AOA require signature of director on each page? and if yes then how many director need to sign? We have taken letter of authorith signed by two director.
Thanks and Regards…
To obtain signature of MOA AOA on each page will be considered as good practice. For filing purpose, the subscriber’s sheet of MOA AOA should be signed by subscribers and not of directors. The subscribers whose details are mentioned in Form 1A, should sign it.
If I wish to register a company which contains a word that has already been trademarked and I still wish to get the company registered by that name, how exactly should i proceed.
The case at hand is that of trying to register “Shutter Diaries Photography Private Limited” and we came across the info that “Shutter” has already been trademarked.
I would advise you to check the Class under Trade mark for both – Shutter which is already registered and new proposed name for which you are applying. if the class will be different you may try for the name. If the class will be same, please apply with fresh name.
Hello Madam,
We have a private limited IT company with 4 directors including me. We all are holding 25% of shares each. But now i want to leave from company and partnership. Could you please tell me the process of how i can get out from partnership and what kind of documents should i need to accept from other three partners ?
yes, you can resign the company. Please call me for further details.
Dear Madam ,
I would like to start pvt .ltd company to import components from overseas and supply to Indian customers .
What is the procedure?
Please refer procedure of company formation on my blog. For further details please call me.
Madam,
There is a company which has only 2 directors. I have accused them of a cheque bounce case. They are fighting with a reason stating that one of them is not an active director. Is it possible?
I have few questions in this case, please call me on +91-9823226090. Thanks.
I want to know who will give NOC if the company which is going to be incorporated, wants to keep the registered office same which is already registered office of another company, & the registered office is on the name of that company…. so shall we give NOC on the letter head of that company signed by the Director?
If the registered office is on the name of company, obtain NOC from that company duly notarised on stamp paper. The director of the company shall sign NOC on behalf of that company.
Mam,
for foreign national how should we execute affidavit for him to be a director of indian company.
your blog is giving me so much of inspiration being a lady as i have started practice from this month
Thanks for your comment. You can get affidavit notarized from Foreign Public as per the instructions of the MCA while making DIN 1 application.
Hello Mam,
i want to know whether the family members can be the members of a pvt ltd. Like we are 2 real brothers & want to register a pvt ltd
Yes Family members can be members of a Private Ltd.
Power of RoC declaration or affidavit from the subscriber. Is there any format and is it compulsory to uploaded at the time of submission of documents for formation of company
I have updated the article with the Format of the declaration cum affidavit. Please note that there is no prescribed format provided by the Ministry of Corporate Affairs. The attached format is normally acceptable to the Registrar of Companies.
Maam your blog is really helpful. Thanks for sharing your knowledge
Thanks for your reply, Your blog is very useful for many persons. Even lay may can understand the procedures in step by step method. Wish you all the best
I am glad that this blog helped you. Thanks.
dear mam,
what is an executiv, non executive and independent director?why do a company keep an independent director?.
Executive director means the director who is whole time director drawing salary/ remuneration from the company. Mostly he is working director. Non Executive director means director who is not working full time, not drawing salary. Executive and non executive directors are appointed by Private Limited company and Public Ltd. Independent director shall be appointed by Public Company and listed company only. Independent director means a director appointed as per Clause 49 of Listing Agreement. ‘independent director’ shall mean a non-executive director of the company who apart from receiving director’s remuneration, does not have any material pecuniary relationships or transactions with the company, its promoters, its directors, its senior management or its holding company, its subsidiaries and associates which may affect independence of the director. For more details please check Clause 49 of Listing agreement.
thanks mam
Dear Mam
I am planning to start company ….basis of : 1. Material supply to Saudi Arabia (Import & export) .2 .planning to do some manufacturing like paper cups .3. We will take some contract work from construction .
I need this all type of work in same company name and whats the procedure to start the company .
Please guide me i need the full details .What is the procedure by step by step .
For step by step procedure please visit my blog. For more details please call me.
Dear Madam,
In case of opening Bank Account for Private Limited company, can we give, along with other documents, the original resolution passed under letter head of the Company to Bank?
While opening of Bank account for Private Limited company, if the Bank insists to submit Original Board resolution, you may require to submit it as per the procedure/format of Bank.
Dear Mam,
Thank you for the information provided through this blog
Dear Madam,
In case of partnership registered company, Will company get PAN card ?
Yes, Partnership firm / Private limited company / Public limited company, can/should obtain PAN card in it’s own name.
Dear Madam,
I want to act as an active partner in order do a business with one of my friends and have already shared some amount. Agreement has been done only on a stamp paper of 50 Rs. But I’ve no control what he (my partner) is doing or what is going on as I’m service holder in state government of West Bengal and regular meeting is not happening. In this condition we have been decided to form a Pvt. Ltd or LLP . But my question is, hence I’m in govt. service how can I do it. Is it possible to register my Mother as a director instead of me and I’ll do the job on behalf of her. If this is possible, how can it be done? May my other brothers and sisters demand the share in future? And overall, how can I look after the business as regular meeting is not possible except weekends. Your suggestions, advice and guidance is urgently required.
With Thanks & Regards
Sanjib Roy
There are couple of questions which need to be discussed. Please call me.
Dear Mam
Please provide me with a format of no objection certificate by the director to be filed with Form 1.
May i know for what purpose you need NOC for Form 1?
Hello mam,
Can I register the comapny name XYZ indial Pvt. Ltd.
But XYZ ART SILK MILLS PVT. LTD is already used by someone.
Please give me some solution,I want to stand the Group of companies.
Here XYZ India Pvt. Ltd seems to be different from XYZ Art Silk Mills Pvt. ltd. you have to check the name availability carefully and also check the activity of XYZ India Pvt. Ltd. If the activity is not related you can try to make application.
Hello Mam
I am a resident of India,I wants to start the company
Like XYZ but it is already in use can I Make it as XYZ India Pvt. Ltd.
Under this name I wants to run group of companies.
Please give me some Suggestion.
If the existing name is similar you can not apply for new registration of company’s name by adding India.
dear mam,
somtimes its written as co. ltd so what does it mean, is it a public company or a private company??
Private Limited means the name ending with “Private Limited” and public company means ending with “Limited”.
Quite interesting & helpful blog. A quick question, I am a NRI & would like to setup a Software Services company in India with 2-3 Indian Resident partners. We have not yet decided on the Official registered address. Can we initially use a Virtual Office address for the Company Registration purpose & lateron update the actual physical address, once we own it? Thanks.
Being NRI you can register company in India with two or three resident partners. For the purpose of registration, you can use Virtual office address for the company. You can change the registered address of the company later on by filing form 18 with the Registrar of Companies, within whose jurisdiction the office is situated.
Dear Ma’am,
We are three partners and want to start import export business.So for what type of firm we are require to apply??
Pvt Ltd or partnership firm??
For selecting any type of business needs to be discussed. Please call me.
Dear Mam,
Please can you tell me procedure with reporting arrangement to RBI when a company allow FDI at the time of its Incorporation through subscribe its Memorandum.
Please also tell me consequences of Non- Compliance for the same.
This is beyond the scope of this blog & would need detailed consultancy.
Thank you for the very informative blog. I have a few questions:
1. What is the form of basic deed of LLP:
a. Like Articles and Memorandum of Association or
b. Like Deed of Partnership
2. Is ROC the regulatory body with whom all the forms etc are to be filed for LLP?
3. An LLP in question does not have a loan clause ( Loan from banks, other financial institutions or others) in its original agreement. If the LLP wants to include this clause should it
a. Change the agrrement & get it registered or
b. Pass a resolution & get it registered?
Please refer LLP Rules for getting the clauses of LLP deed. It should be as per LLP Rules and Act. Yes. ROC is the regulatory body for filing of all forms of LLP. For changing any clause of LLP agreement, resolution and amendment in the Original LLP agreement shall be required to be made.
Hello, this is a very informative article. I have a few questions.
I am a US Citizen married to an Indian citizen and have a PIO card. What are all the documents that need to be notarized by the US Consulate? – The passport and address proof? What about the marriage certificate?
What is the best address proof to use?
I want to register a services based company. How much should a CA charge to help with this process? What are the pros and cons of having a CA help me that does not live in the same city as me in India?
Thank you.
Sorry for the delayed reply.
In case if your surname has changed after marriage then along with the passport and address proof, marriage certificate shall be notarised by Foreign Public Notary. You can use either of the electricity /telephone bill or bank statement as an address proof.
Every professional’s consultancy fees would vary. The location of the professional (CS/CA) does not matter since registration procedure is online.
Dear Madam,
Me an My colleague Planning to open PVT ltd company in bangalore . we enquired about the initial document required for the formation,as we are planning to go for 50- 50 %share basis, so i want to know who can sign the document and all or can we both sign, if not is it will create any problem for others.in future.
Please reply
Vicky
I assume that you are asking me signature part on subscription pages of Memorandum and Articles of Association. As per Section 15 of the Companies Act, 1956, the memorandum shall be printed and divided into paragraphs numbered consecutively and be signed by each subscriber ( who shall add his address, description and occupation in the presence of at least one witness who shall attest the signature and shall like wise add his name, address, description and occupation. As per Section 30 of the Companies Act, 1956, the article shall be printed and divided into paragraphs numbered consecutively and be signed by each subscriber ( who shall add his address, description and occupation in the presence of at least one witness who shall attest the signature and shall like wise add his name, address, description and occupation.
Last year my wife started a private limited company. We’ve not done any transactions till date through the company as of now and might not be doing the same for next couple of years. However we would like to keep this company operational. Can you pl suggest what are the Government regulation processes and procedures that we need to adhere to ensure company is live.
To keep the company operative and active, you will need to file annual return , balance sheet & profit and loss account every year with the Government.
Whether the Form 2 is required to be filed if shares allotted to directors of Private Company?
Yes, form 2 is return of allotment. It is to be filed with ROC within 30 days from the date of allotment to directors.
Dear Madam
Can 2 NRI’s form a Pvt. Ltd, Company
Yes, 2 NRI can form Private Limited company. They need DIN 1 and DSC, and address proof to be submitted with Registrar of Companies and other relevant forms required for incorporation.
Dear Madam
Can only two NRI’s form a PVT; LTD COMPANY
Yes, Two NRI can form Private Limited company. They have to obtain DIN 1 and Digital signature certificate and submit registered address proof of proposed company with Registrar of Company.
Can foreign national be member of Indian private limited company?
If yes whether their is limit on nominal value of shares that can be issued to foreign national in private limited company
yes, foreign national can be member of Indian Private limited company. There is no limit on nominal value of share that can be issued to him.
Respected Mam,
I want to incorporate a pvt ltd company (marketing) with two directors/promoters me and my mother in Punjab with minimum share capital. How can i get your services in order to get registered in punjab and honorarium for the same.
Please call me.
hello madam,i have plan to start the pvt ltd co..for the two directors..mother and son can be as a directors..from small boy itself i have like to start the pvt ltd co..how much amount we require to take a pvt ltd company..
thanking you..
Couple of your questions would require elaborate analysis & consultation, hence would be out of scope of this blog.
Kindly get in touch with me, if you need further consultation.
Thanks.
Hi Mam,
This is Gagan from Punjab, we want to incorporate new Pvt. Ltd. Company in Punjab with 4 No. of director’s.
# All have Pan Cards, But not DIN.
# The minimum capital is 1 lakh.
# The company address in from Punjab.
#He gives me company seal, Momrandum of assosiation.
But he want to charges 27000 rs, from us. is it fair?
The registration fee (i.e. Government fee) for company would remain the same, the stamp duty would differ from state to state. The professional fees of consultant would change from person to person.
what is the disadvantage of LLP as compared to Pvt Limited
Please refer my blog article on “Limitation /disadvantages of LLP”.
https://blog.abhyankarcs.com/company-formation-in-india/llp-disadvantages-limitations/
Hi Mam,
Is it necessary to issue share certificates for a person desirious of becoming a shareholder in a private limited co else any alternative.
thanks
Yes, it is necessary to issue share certificates for a person desirous of becoming a shareholder in a Private Limited company.
Dear madam,
I,m from retail trade business, i,m planning to form pvt ltd company in near future. Is it possible to have two Directors from the same family member say my wife and me. and what will be the actual number of share holders ?
Yes, you and your wife can be directors and shareholders of proposed company. The minimum directors and shareholders for Private Limited company shall be two.
I Have To Register A Pvt. Ltd Company Registration Online. So Which Form I Have To Fill Up !!
Form DIN 1, 1A ( name application ) 1 ( Incorporation document),18 ( situation of registered address of company) 32 ( appointment of first directors or managing directors) .
Hi Meenal,
Thanks for the blog. We want to start a co. 1 of the director is a NRI. Is it necessary for him to get the notary from indian consulate in USA or is there any other way out too. Can he give his PIO card instead ?
Thanks in advance.
If one director is NRI, identity proof, address proof and affidavit should be notarised from Indian Consulate of USA ( home country). Yes, if he is PIO holder, he has to attach notarised PIO card copy also.
Dear madam
If company fails to file e-form 2 within 30 days of allotment of shares, what are the consequences can a company face.
Allotment of shares has been done in the month of march 2013, whether the Form 2 can be filed now, if the answer to question is affirmative, then what additional fees and charges would be?
Looking forward for your answer.
Form 2 (Return of Allotment) shall required to be filed within 30 days from the date of allotment of shares.
yes, it can be filed now by paying additional fees plus normal fees.
If company fails to file, the company shall pay additional fees along with normal fees. The normal and additional fees would depend upon amount of Authorised capital. Please refer this page on MCA 21 poral- http://www.mca.gov.in/DCAPortalWeb/dca/MyMCALogin.do?method=setDefaultProperty&mode=15, please select the form and fill up required information and you will know the additional fees to be paid.
I am a practising Company Secretary . I want to enter into providing trade mark, copy right and patent services. As a company secretary I am authorised to act as a trade mark agent. What else I have to do if I want to act in this areas is there any registration required with IPR Authorities in addition to certifcate of practice I have obtained from the Institute of Company Secretaries of India. If yes what is the procedure and fee. can you enlighten me.
Being Practising Company Secretary you can apply for trade mark agent registration. But for copy right and patent services, you will have to check IPR site.
Dear Madam,
Can a sole Proprietorship be converted into a Private Limited Company, if yes, what is the procedure and tax implications
please treat this as urgent
Yes, One can convert sole proprietorship firm into a Private Limited company. The procedure is the same as to form a Private Limited company. While conversion, the proprietorship firm will be taken over by Private Ltd. The firm will be dissolved after formation of Private limited company.
Do you register companies in mumbai ? If yes how much is the cost?
Yes, i do register the companies in Mumbai, regarding cost, it would depend upon many factors such as number of directors, capital.
For more details i request you to please contact me.
Thanq very much for ur response to my query. Please give ur advice for the following issues too.
1. We are in process of incorporating the Pvt Ltd Co., which engaged in production of Electric Power through Solar energy and distribute the same to end users. My doubt is, under which main division of industrial activity will it come? Is it under 40(electricity, Gas……) or any other? please advice.. (Form 1)
2. Can a NRI become a member and director of the pvt ltd co.,? if so, What is the procedure?
I will be grateful to you.
Regards.
You can refer NIC- 2004 (http://www.mca.gov.in/MCA21/dca/efiling/NIC-2004_detail_19jan2009.pdf) on MCA 21 portal, in which you will find out suitable code for your business.
NRI can become member and director of the Private limited company. Regarding the procedure, it would require elaborate analysis & consultation, hence would be out of scope of this blog.
Kindly get in touch with me, if you need further consultation.
Ma’am… Can subscribers to the MoA be increased at the time of filing Form-1 where during filing Form-1A such number of subscribers were 2?
Yes, there is a provision in the Form No. 1 (Application and declaration for incorporation of a company) to inform change in promoters(First subscribers to the Memorandum of Association).
You need to attach No Objection certificate along with Memorandum and Articles of Association to Form No.1.
Yes, it would be advisable to form a Pvt. Ltd company in India if you are going for JV (Joint venture) because it is the pre requisite of JV.
Couple of your questions would require elaborate analysis & consultation, hence would be out of scope of this blog.
Kindly get in touch with me, if you need further consultation.
Thanks,
dear mam,
Please tell me procedure and reporting arrangement to RBI, when a foreign company subscribe shares of a Indian company at the time of Incorporation.
This is beyond the scope of my blog. Please call me.
Dear Mam,
Can you please advise in a private limited company can both the directors be of foreign nationals or is it necessary that we have to have an indian director / share holder.
thanks and regards
Yes, Both Foreign nationals can be directors of Private Limited Company and in such case it is not mandatory that there should be one Indian National as a director.
Thanks,
I want to register a company with a name which is already applied for trademark and currently its status is opposed, can i still register the company and how?
I assume that you have applied for TM which is opposed. It seems that the similar trade mark must be registered already by an user.I think it would be better if you apply for another name while registering company since, the trade name is already opposed. Because while making name application to Registrar of Companies, an applicant should give declaration that the proposed name does not infringe the registered trademark rights of any entity or person or a trademark which is subject of an application for registration, of any other person under the Trade Marks Act,1999. The Registrar of Companies also check the trade mark(whether it is applied, opposed, withdrawn or registered).
Thanks,
hi! I’m a residents of India and I appreciated very much your informative article.
I’m running a personal websites , online advertising sites etc. now I want to sign sales agency agreement with events managing company and publish some business magazines very soon. my humble question is, do I have to get a proper company with incorporation certificates and other formalities discussed in your article? if so, what would be my best option with minimum capital to start it?and how much money should I have at hand
thanks in advance
If you wish to incorporation a Private Limited company it would be good option. The minimum capital requirement to register Private Limited company is Rs. 1 Lakh Authorised Capital.
Thanks,
Dear Mam,
Thanks for your guidance. Since Ahmedabad municipal corporation is not issuing a Shops and establishment renewal certificate without change of address in incorporation certificate and they are not accepting the master data how can I renew my certificate. AMC is asking us to get such a certificate in writing from ROC and when we approached ROC, they deined any such certificate issuance from their offices. Can you please guide me.
thanks for your help.
Yes, the ROC will not give you certificate of incorporation as per AMC’s need. It would be advisable to visit AMC again with the suggestions of ROC and reason of denial.
Thanks,
Dear Mam,
We have shifted our registered office in the same city. Can we get a new incorporation certificate with new address. Our new registered office address is reflecting in the master data.
thanking you in anticipation of your quick response.
Dear Mrs. Jolly,
You cannot get new incorporation certificate with new address. You can keep copy of master data for your records.
Thanks.
Hello Ms. Meenal,
came across your blog while browsing some information, very helpful professional advice is been provided, thanks,
my question is that i am incorporating a new company with one Indian and one Foreign Director, I have received the DIN no., What attestations and care should be taken in Subscribers column by the Foreign Director, Whether the whole MOA , AOA & subscribers column has to be attested in all the pages by the Indian Consulate in the Local Country of the Foreign Director.
Thanks in Advance.
Whether foreign director is also one of the subscribers? If yes, then only subscription page of foreign director needs to be notarized from home country (and not from Indian consulate since he is not NRI).
In case of foreign subscriber notarization would be from home country. While attestation, foreign director may require to show /submit whole set of MOA/AOA for getting attestation on subscription sheet.
If foreign director visits India then attestation can be made by any professional.
Hope this answers your question.
Appreciate for your faster response,
you have suggested that the Foreign Director cum subscriber needs to get the attestation from the notary of the home country, One Practical problem here is that the Director is from spain and to do the notary the whole of MOA & AOA has to be translated in Spanish language ( as informed by the Director) and then to translate back to English language from the approved translator to get the MOA & AOA approved in the ROC of India.
Kindly guide us as per the above situation.
Thanks Amit
For incorporation of company, if foreign national is director and subscriber of Proposed company, while submitting MOA/AOA with ROC of India, the subscription page (i.e. where the subscriber undertakes to subscribe no. of shares giving his full details, father’s name, address and occupation, signature) should be notarized from Home country. In your case, you shall be required to obtain notary on subscription pages of MOA and AOA which will be one in Spanish and other would be the translation of Spanish into English. You need not require to obtain whole set of MOA/AOA notarized, only last pages i.e. subscription pages shall be notarized.
Along with that the passport as identity proof also needs to be notarized. In this case also if it is in Spanish Language you should get translation notarized.
As per the procedure RoC would need the whole set of MOA/AOA in Spanish as well as in English (only last pages notarized).
Hope this resolves your question.
Dear Madam,
We are planning to incorporate a Company for manufacturere, processors and dealers in earth and rock drilling equipments.
My querry is
– whether foreign nation be one of the subscriber in adiition to indian company.
– our name is approved by the MCA in which we shown him a a proposed director can he be co-promoter to the tune of around 20%.
– if yes what is the procedure to be followed and documentation required.
– kindly suggest procedure from FIPB/RBI point of view.
Thanking you in advance.
Kindly reply with procedure to be followed.
Regards,
Prashant Mistry
Yes, Foreign National can be one of the subscriber in addition to Indian Company. He can be co-promoter.
Regarding procedural and documentation part,it will require elaborate analysis & consultation, hence would be out of scope of this blog.
Kindly get in touch with me, if you need further consultation.
Thanks.
Very much detailed and informative explanation
my pvt ltd established in sep, 2012 is having registered office in india, but it provides all the services in abroad and all the employees are also form india but provides services there only,
so i want to know what would are the compliance to be followed as per
(i) ROC
(ii) service tax
(iii) tds
Please get in touch with me since the answers would be elaborate & out of scope of this blog.Thanks.
Question: I am an NRI. Together with an american we would like sell some products in the Indian market. Since both of us are not residents of India can we form a LLP? If not we go the Pvt. Ltd. way. Are there any other options to form an entity with no personal liability.
Also I would like to understand the role of a director in a Pvt. Ltd.
Thanks a lot. Your blog is very informative!!
If both of you are NRI, for forming LLP one partners should be resident of India if others are NRI.
In case of Pvt Ltd company, both NRI can form company in India without the condition that one should be resident of India.
Following is a role of director in a Pvt Ltd Company :
1) To manage the affairs of the company and control its business
2) To make major decisions – like allotment of shares/ increase of shares/ declare dividend / invest funds/ borrow money from banks
3) To sign and execute important deeds, documents, contracts, cheques
4) To operate bank account of company
5) To call meetings
6) To adopt annual accounts
Hi Meenal,
How to check the name availability ?
Aatish
Please visit https://blog.abhyankarcs.com/company-formation-in-india/how-to-check-proposed-company-llp-name-availability/
Hello Mam,
You have seen, company used “Inc” followed by its name, what does that mean and could you please tell whether we can use Inc followed by our company. This can be used for indian company as well.
Currently, I m running a proprietorship firm, can we convert it to PVT. LTD. COMPANY.
As per Companies Act, 1956, the name of every private limited company shall end with Private Limited and in case of Public company- end with Limited. You cannot use inc followed by its name. If you are running a proprietorship firm, you can convert into Pvt. ltd.
Hi , please tell me how it cost to found a pvt ltd ? Is this possible with out a C.A. ? Last one, we are two partner then what will the possible minimum share holding for one?
Thanks
To form company is not possible without the certification obtained from CS/CA/CWA in whole time practice. The professional charges would vary from consultant to consultant but the registration fees will remain the same. the minimum Authorised and paid up capital for formation of Pvt. ltd is Rs. 1 lakh. You both can decide the shareholding among yourself accordingly.
excellent formation details Mrs. Meenal. Thanks a lot. My question is whether a person can be appointed as a director on a remuneration basis without any stake in the company and whether it is valid. Awaiting your reply. Thanks & regards.
d.baskaran.
Yes, a director can be appointed on a remuneration basis without his/her stake in the company. In that case he/she will be a director only and not a Shareholder.
WHILE APPLYING FOR DIN THE AFFIDAVIT NEEDS TO BE NOTORISED ON RS 100 OR RS. 10 NON JUDICIAL STAMP PAPER.
While applying for DIN 1 application, an affidavit needs to be notarised on Rs. 10 non judicial stamp paper. But due to shortage of stamps amounting to Rs.10, most of the people buy it for Rs. 100.
Nice & informative blog
Can one person form the company & wat is the procedur?
I believe you are referring to the Companies Bill 2012 in which there is a provision that only one person can form a Private limited company (called OPC i.e. One Person Company).
Since the Companies Act 2012 is not yet been implemented currently you can not think of forming it under the Companies Act.
As per Companies Act 1956, minimum requirement of persons to form a Private limited company is 2.
I hope this satisfies your question.
Pl. tell me the following.
For Private limited co.
1. can members/ shareholders be increased after incorporation?
2. Can authorised capital be increased after incorporation?
3.Can members increase their share holding i.e add money later on?
4. can company office address given as residential address? i.e is it difficult to change address later on?
For all your questions, the answer is “YES”. There is no difficulty for change of address later on. The procedure and time taken may vary depending on the new location.(i.e. from one place to another in same city or from one state to another state).
Regards,
FCS Meenal
Thanks.
very nice explanation that too in most simple language.
Plz suggest the procedure by which MOA & AOA will be subscribed by NRI
MOA will contain Details of the name of subscriber, his/her father’s/husband’s full name, address and occupation, number of shares held by him/her and his/her signature, date, place. Witness will also mention the same details in the witness column.
AOA will contain above details except the number of shares.
Details must be handwritten by each subscriber.
great job….really informative.
Very good and handy explanation.
Recently heard that an Individual can establish a One Man Company or One Person Company (OPC). Is it possible now to Register one?
Yes, you are right, an Individual can establish a One Man Company or One Person Company (OPC) as per Company Bill 2012.
Just now Company Bill 2012 has been passed but Act has not been implemented yet.
You have to wait till New Companies Act, 2012 gets implemented.
wonderfull!!
got ansrs to my all qestions
exact and accurate.
Excellent job…………. company formation all steps are clearly defined here and after formation information. your blog clearly explained sole proprietorship and benefits of pvt ltd.
Thanks Pushpendra!
Nice Blog Meenal 🙂
Thanks Ramandeep!!
As per new norms for incorporation or for change of registered address of CO. address proof is required, i want to know, What are the documents accepted by ROC as an address proof for incorporation?
1) if office is rented?
2) if office is owned?
Regards
Kumar Rajeev.
Here you go..
1) If office is rented – Lease Agreement/ Electricity bill/ Index II/ Tax receipt (All should belong to owner)
2) If office is owned – Electricity bill / Index II /Tax receipt
Thanks,
CS Meenal
Hello,
I would like to know, if one of Proposed director’s PAN Card doesn’t contain LAST NAME, then what …???
As per DIN 1 form, the name of an applicant should match with PAN card details. If last name does not exist on PAN card, you will have to amend it before going further for filing DIN 1.
nice blog for company registration process
such a brief explanation step by step even the comment’s and their replies are also very valuable. Thanks for your kind explanation
Very nice and clearly discribed.
Regards
A.P.Singh
Very nicely narrated and free from ambiguity.
I vouch, that it is very handy and ready reference for a rational person. Looking forward your assistance in the same. Do contact ASAP
Best Regards,
Yogesh Manjrekar
Dear Cs,
mine is partnership firm and we r doing export import business, now we move to making a company with a capital of 500000.00
is this possible that we can make an NRI our share holder of 5%??? and how what is the procedure???.
besides whether we will get some tax benefit in company as compared to partnership firm coz we r paying 30% in firm.
besides also suggest what should be cost of formation of company with capital of 500000 including dsc, din
Couple of your questions would require elaborate analysis & consultation, hence would be out of scope of this blog.
Kindly get in touch with me, if you need further consultation.
Thanks.
Excellent explanation meenal…Thanks 🙂
Thanks Bhumika!!
very simple excellent explanation. I have a doubt. while registering a company, does a person needs to show a physical space / address where the company is located? because my friend doesnt know whether register before or after setting up a physical things.. could you please explain me?
Hi Vignesh,
Thanks for your kind words. Before/while registering a company, a person need not show a physical business space/address. One can use his/her residential address as a Registered address. Once the company is registered , as per provisions in the Companies Act the Registered Address can be changed to the actual business address.
Thanks you sir for your kind explanation. As per the above points it’s mentioned “Minimum Share Capital shall be Rs. 100,000 (INR One Lac)” . For this one, the person needs to show a cash to government on bonds / physical things like PC’s for ex.? could you please explain about this?
The “Minimum Share Capital” means the Minimum Paid Up Capital. This Paid Up Capital has to be deposited in the Company’s Current Account ONLY AFTER Incorporation of the Company, so you do not need to have that amount ready before/while registering the Company.
Thank u very much for explanation and for replying to my quests. 🙂
Hello
I would like to know if there is any benefit for the firm if we register as pvt ltd, is there any added advantage? Currently its under sole proprietorship.
Your reply would be really valuable.
Thanks
regards
Nihal
Hi Nihal,
Sorry for the delayed reply.
Definitely there are many advantages in Registering a Private Limited Company.
I can describe them as follows :
1. The Private Limited Company has a legal existence seperate from it’s members/directors.
2. From the business point of view, the Private Limited company will get more recognition and acceptance than a Proprietorship firm.
3. A customer feels more comfortable as it creates a confidence among them since they deal with the legal entity. For the Company also it’s beneficial as it can negotiate with the Customer with more confidence. Private Limited Company can engage in bigger projects by doing association/Joint ventures with other businesses/Companies by making Contracts/agreements.
Just as an example, if you are doing a Software freelancing, you may be getting some small projects but if you incorporate a company, the chances of getting bigger projects increases since you can bid for them as a Company, also the other party feels more comfortable dealing with you as it can make any legal contracts/agreements with you as a Company.
4. From liability point of view, the most advantage of forming a company is that it has a limited liability. As a sole proprietor, the personal assets can be at risk in case of failure of a business. In case of Company, if it becomes insolvent/wind up, personal assets of directors and shareholders are not affected, all the debts will be cleared from the company’s assets.
5. In a Proprietorship firm the individual has to arrange for the Capital from his own Pockets, but in case of a Private Limited Company, the burden of Capital arrangement gets divided (unless the Partners are from the same Family/Household) as different people bring in their own contribution thus it also reduces the risk/liability to the extent of the Share each member has brought in.
6. The Company has a perpetual succession. Meaning even if the individual director retires/dies the Company still exists. i.e. could be run with other members/directors.
7. The Income tax is directly charged on income of proprietor, and in case of company, the tax is charged on company’s profit and not on individual income of directors/ members.
I would also like to note that many people think that there are few operational costs involved For the Private Limited Company e.g. Incorporation Fees, Consultant Fees, Other Registrations (Shop Act, PAN/TAN, Digital Signature, Importer Exporter Certificate (applicable, if any)), Maintaining Statutory record/annual filing with the Government.
But after looking at the list of advantages in forming a Private Limited Company, i would say such costs are minimal & hence i may suggest to form a Private Limited Company.
Best Regards,
CS Meenal Abhyankar
Thanks for your comment.
Once all the documents are submitted to ROC, if no further query arises, it can be registered within 15-20 days.
Madam,
If two NRI can form a private limited company, can AGM be held abroad in the country where NRI stay. If not, what is the solution if they can’t come down to India for AGM.
If two NRI are members of Private Limited company, they should be physically present in India at the time, day of AGM. There is no provision in the Companies Act, 1956 for holdign AGM abroad and there is no other solution. They have no option but to attend it physically.
thankyou mam
please can you tell me where to get form 7b for transfer of shares
You may get the Hard copy of the Form 7B (Transfer of Shares) from the nearest Stock Exchange (particular state) which bears the stamp of presentation.