Guide To Incorporate a New Company In India



If you want to incorporate a new company in India here is the step by step procedure for your reference and guidance.

S. No.
Action to be taken
Minimum Requirements
For Private Limited Company
1.      Minimum two directors
2.      Minimum two shareholders 
3.      Minimum Paid- up capital of Rs. 1 Lakh

For Public Limited Company
1.      Minimum three directors
2.      Minimum seven shareholders 
3.      Minimum Paid- up capital of Rs. 5 Lakh

Obtain Digital Signatures
Obtain a Digital Signature for at least one director to sign the E-forms related to incorporate. 

Obtain Director Identification Number (DIN)
All the Individuals intending to be appointed as director of a company shall obtain Director Identification Number (DIN).

Name approval from the Registrar of Companies
An application for name approval in Form 1A is to be filed with the ROC. Within seven days from the date of submission of application, ROC informs about the availability of name. Once the name is accepted, it is valid for a period of 60 days, within which the company can complete other formalities like drafting of Memorandum of Association and Articles of Association and filing of various documents

Drafting and Printing of the MOA and AOA
The Memorandum specifies the objectives and purposes for which the Company has been formed and the Articles lay down the rules and regulations for achieving those objectives and purposes.

The MOA of a company shall be in respective forms specified in Tables A, B, C, D and E in Schedule I of Companies Act, 2013 as may be applicable to such company.

The AOA of a company shall be in respective forms specified in Tables F, G, H, I and J in Schedule I Companies Act, 2013 as may be applicable to such company.

Application to ROC for incorporation of  company
Application for the incorporation of company is to be filed in Form no. INC 7 with the Registrar, within whose jurisdiction the registered office of the company is proposed to be situated

Form no. INC-7 shall be filed along with Form no. INC.22 for situation of registered office of the Company, (as the case selected in form no.INC 7) and DIR -12 with the following attachments :

1. Memorandum of Association, Articles of Association, declaration in form INC-8, affidavit from the subscriber to the memorandum in Form No. INC-9, proof of residential address which should not be older than two months, and proof of identity  It is mandatory to attach
2.   Specimen Signature in Form INC-10.
3.  Entrenched Articles of association if any of the articles are entrenched.  
4. Copy of in principle approval granted by the Reserve Bank of India or any concerned authority in case proposed company shall be conducting NBFI activities
5.  NOC in case there is change in the promoters (first subscribers to Memorandum of Association)  
6.  Proof of nationality in case the subscriber is a foreign national
7.    PAN card (in case of Indian national)
8. Copy of certificate of incorporation of the foreign body corporate and proof  of registered office address  
9.  Certified true copy of board resolution/consent by all the partners authorizing  to subscribe to MOA

Payment of ROC Fees and Stamp Duty
After filing of documents online, we need to make payment of RoC fees and Stamp Duty electronically which is based upon the Authorised Capital of the Company.

Verification of documents / forms by RoC

After payment of all RoC Fees & Stamp duties, RoC verifies/scrutinises all the documents and forms  and may suggest few changes to be made in the attachments or form itself. We need to make necessary changes accordingly.

Issuance of Incorporation Certificate by ROC
Once the ROC is satisfied that the company has complied with all the formalities and all the Forms are duly approved by RoC, the digitally signed “Certificate of Incorporation” is emailed. Once the Certificate of Incorporation is issued, the company comes into existence .

Next Post »