The company forming mechanism in India can be described in the following steps:
It is regulated by:
The process for the establishment of a private limited company is regulated by the Companies Act, 2013.
Minimum criteria for private limited companies
- DIN for both directors;
- Agree to the Subscriber or Director
- Proof of registered address;
- NOC of the owner of the premises
- Digital signatures for all directors;
- Minimum of two directors
- Minimum of two shareholders (Directors & Shareholders can be the same)
- Minimum paid-up capital of Rs. 1 lakhs
The process for the registration of companies is described as follows:
Get Digital Signatures certificate
- One director must apply for the Digital Signature Certificate, which is required for the filing of company registration papers. Just a few scanned documents and details will be needed for this. It is mandatory to obtain a Digital Signatures certificate for at least one director to sign E-forms relating to the Formation Life Form INC-1 and other documentation.
Application for DIN in DIR-3 form
- Each person proposing to be appointed as director of a company shall file an application to the Central Govt for the assignment of the Director Identification Number in the form DIR-3 in the prescribed manner specified and in accordance with such fees as may be specified.
Check availability of company name
- Choose, in order of choice, not less than four acceptable names, indicating the main objectives of the organization. Ensure that the names chosen do not match the names of any other organization already registered and do not infringe on the requirements of the Emblems and Names (the prevention of improper use) Act, 1950.
Availability of Name Request
- Apply to the Registrar of Companies concerned to ascertain the availability of the company name in the INC-1 form part of the General Rules and Forms, along with a fee. If the proposed name is not accessible, the digital signature of the applicant proposing the company must be attached in the form to apply for a new name on the same document. Ministry of Corporate Affairs has developed explicit rules regulating the process of availability of names, so it is advisable to review these guidelines before applying for a company name. Refer to Rule 8 of the Companies (Incorporation) Rules, 2014.
- Following the applicant’s requested approval of the new company, the Registrar of Companies will issue the name availability Letter of proposed Company w.r.t. to authorize the availability of the name. The name will be valid for sixty days from the date on which the reservation request has been made. The applicant may apply for registration of the new company by submitting the appropriate INC-1 forms within 6 months of the date of approval of the name.
MOA & AOA Drafting
- Provision for the preparation of the MOA and AOA by the client and for the checking and print of the same by Registrar of Companies.
- Provision for the stamping of the MOA and AOA with the required stamp duty.
- Get the MOA and AOA submitted by at least 2 subscribers in their own hands, the names, occupations, and addresses of their fathers, and finally, the number of shares subscribed. This documentation must be witnessed by at least 1 person.
- Make sure the date of stamping of the MOA and AOA document is later than the date of stamping.
- The main objectives should be aligned with the objectives set out in the INC-1 e-form.
- The MOA should be as applicable to an organization in the respective forms as set out in Tables A, B, C, D, and E of Schedule 1.
- AOA should be in the respective forms as set out in Tables F, G, H, I, and J of Schedule 1 as specific to a corporation.
Filing of various forms in Registrar of Companies
- The applicant’s affidavit for a memorandum in Form INC-9;
- Verification of the signatures of the subscribers on the INC-10 form
- The aforementioned records must be filed with the ROC:
- MOA (duly stamped) and duplicate
- AOA (duly stamped) and a copy thereof;
- e-Form No. 1 (with the appropriate stamps) for the registration of the company.
- Receipt of payment of the prescribed filing and filing fee.
- Copy of Proof of domicile;
- Copy of Identity proof
- Required Professional declaration in the INC-8
- Letter from the ROC specifying the availability of the company’s proposed name;
Payment of formal fees and stamp duty
- After filling out forms on the MCA online system, the required fees have to be paid.
ROC shall check the forms & attachments
- After receipt of the forms together with the relevant payments, ROC reviews and verifies all documentation and attachments and recommends any adjustments, if necessary.
ROC issues an Incorporation Certificate
- If the Registrar is satisfied that the company has complied with all the conditions, he shall register the company and issue a Certificate of Incorporation. The date stated on the certificate shall be the date of registration of the company.
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