CHECKLIST FOR INCORPORATING WHOLLY OWNED SUBSIDIARY COMPANY

 

Formation of A Wholly Owned Subsidiary Company In India

CHECKLIST FOR INCORPORATING WHOLLY OWNED SUBSIDIARY COMPANY

Company Registration in India

This Article is provides information about the stages and documents required for incorporation of a private limited company in India which is subsidiary of a foreign company in India.

 The procedure for registering a subsidiary company in India is very simple and will take around a maximum of 15 days to complete.

The followings are the detailed requirements, procedure and system for subsidiary formation in India

A private company is defined under Section 3(1)(iii) of the CA Act  as a company which

• Has a minimum paid up share capital of INR 100,000 or a higher paid-up capital as may be prescribed by its articles of association

• Restricts the right to transfer shares by its articles of association.

• Prohibits any invitation to the public to subscribe for any shares in, or debentures of, the company.

• Prohibits any acceptance of deposits from persons other than members, directors or their relatives.

• Can be formed with a minimum of two members and two directors.

• Limits the number of its members (shareholders) to fifty not including (i) persons who are in the employment of the Company and (ii) persons who, having been formerly in the employment of the Company, were members of the Company while in that employment and have continued to be members after the employment ceased.

Therefore, minimum capital required for incorporation of a private company is Indian Rupees 1(one) lakh and there should be at least one two members (shareholders) and two directors)

Incorporation of a private limited company in India broadly involves the following stages:

Procedure of company registration in India

STAGE – I 

Obtaining Directors Identification Number (Din) & Digital Signatures

Directors Identification Number (DIN)

Prior to incorporation of a company, the proposed directors of the company are required to obtain Directors Identification Number (“DIN”) from the Ministry of Company Affairs by making an online DIN application in Form DIN 1. Form DIN 1 is approved by the DIN Cell of the Ministry of Corporate affairs.

The said Form DIN 1 is to be filed with the scan copies of the applicant’s photograph, identity proof, a valid residential proof and a verification/ declaration in the prescribed format to be given by the applicant (who is applying for the DIN).

Upon online submission of the Form DIN 1 and online payment of the fee, a permanent DIN to the director will be allotted immediately.

To register a private limited company in India, you must meet a set of requirements, which are as follows:

• There must be a minimum of two directors named.
• INR 100,000 is the minimum capital requirement.
• Directors identification number (DIN).
• Digital signature certificates (DSC).
• Aadhaar Card/PAN Card

When you have completed all of the prerequisites, you are ready to proceed with company registration in India. In accordance with the law in force, MCA regulates the company formation process in India.

The following documents are required to make a DIN application for each of the proposed director(s):

(i) Identity proof

For identity proof, a copy of passport or copy of permanent account number card (PAN card) is required to be provided.

Please note that in case of a foreign national only passport is acceptable as identity proof and in case of an Indian national copy of PAN card is must.

(ii)Residence proof

For residence proof, a copy of voter’s identity card or valid driving licence or latest bank statement duly certified by the respective bank or utility bill (not older than two months) is required to be provided.

(iii) One passport size color photograph in jpeg format. In addition one more photograph is required which should be separately pasted on a plane paper.

(iv) Verification/ Declaration in the prescribed format on a 10 Rupees stamp paper, duly notrized by a notary public.

All the aforementioned documents should be attested by a notary public in the country of residence of the applicant.

Digital Signature Certificate (“DSC”)

Any one of the proposed directors is required to obtain digital signature certificate (“DSC”) in India for online filing of e-Forms with the concerned Registrar of Companies (“ROC”).

For obtaining DSC an application is made under the signatures of the director who intends to obtain DSC along with the copy of his identity proof and a copy of his residence proof.

 The following documents are required to make a DSC application for each of the proposed director(s):

(i) Identity proof

For identity proof, a copy of passport or copy of permanent account number card (PAN card) is required to be provided.

Please note that in case of a foreign national only passport is acceptable as identity proof and in case of an Indian national copy of PAN card is must.

(ii) Residence proof

For residence proof, a copy of voter’s identity card or valid driving license or latest bank statement duly certified by the respective bank or utility bill (not older than two months) is required to be provided.

(iii) One passport size color photograph. Please note that the photograph should be pasted on the application form and cross signed by the director (applicant).

(iv) DSC application form duly signed by the director (applicant)

The identity and residence proof of the applicant as aforesaid should be attested by a notary public in the country of residence of the applicant.

STAGE – III

Application for Name Approval of the Proposed Company With The ROC

• Company Name:

First of all, the registration procedure requires you to finalize for your company the name that is not used by any other brand.

You can make a change in your company’s success by choosing the right name. You can used the Run utility for reserved the Name of Company

Names reserved under the RUN

The below table gives the details regarding the types of companies names that can be reserved along with their respective suffixes:

Sr.No	Company Type	Suffix Required
1.	Unlimited Company	Unlimited Company
2.	Producer Company	Producer Company Limited
3.	One Person Company	(OPC) Private Limited
4.	IFSC Company	IFSC Limited /IFSC Private Limited
5.	Nidhi Company	Nidhi Limited
6.	Section 8 companies	Private Limited
1.	Private Limited Companies	Limited/ Company

• Director Identification Number (DIN):

A DIN is a unique identification number that is associated with a company’s existing or potential directors. According to the Companies Act of 2013, every director must have a DIN.

• Digital signature certificate (DSC):

Applying for digital signature certificate (DSC) is fundamental because it is the most trusted method of authorizing and verifying documents.

After obtaining the DIN and DSC as aforesaid, an online application for availability of the proposed name (in the prescribed Form 1A), along with six proposed names in order of preference (may be less than six), each one indicating, as far as possible, the main objects (principal activities) of the company, shall be submitted to the ROC. The name of a private company should end with the words “Private Limited”.

If the proposed company is a subsidiary of body corporate incorporated outside India, Form 1A is required to be e-filed along with the following attachment at the website of Ministry of Company Affairs, India:

(a) Board Resolutions by the parent company (separately from each subscriber to the proposed entity) indicating its intention to incorporate a subsidiary in India and authorizing a director to issue specific power of attorney.