Procedure for Formation of Private Limited Company in India

Sumit Aggarwal : Tax guru:23 May 2013

STEP WISE FORMALITIES FOR FORMATION OF A NEW COMPANY

Persons desirous of forming a Private Limited Company must adhere to the step by step procedure as discussed below:

Apply for Directors Identification Number and Digital Signatures, if does not have;

Selection of name for the proposed company;

Drafting of Memorandum and Articles of Association;

Stamping, digitally signing and e-filing of various documents with the Registrar;

Payment of Fees;

Verification of documents/forms by ROC;

Obtaining Certificate of Incorporation.

1.    Directors Identification Number (DIN) & Digital Signature Certificate (DSC):
DIN

New section 266A has been inserted by the Companies (Amendment) Act, 2006 which provides that every individual, intending to be appointed as director of a company shall make an application for allotment of Director Identification Number (DIN) to the Registrar of Companies (ROC) in the prescribed DIN Form.
DIN can be obtained from ROC through filing e-form for DIN i.e. DIN-1 with all required documents mean Self attested Address Proof & Identity Proof and One Passport size color photograph.
Note: Copy of PAN card mandatory for all Indian Applicants & Copy of Passport mandatory for foreign national or NRIs. In case of Director is foreign national or NRIs identity & address proof should be notarized by an Indian Consulate of home country & address proof should not be older more than 1 year from the date of filing of form.

DSC

Digital Signature Certificate (DSC) is the digital equivalent (i.e. electronic format) of physical or paper certificates. A            digital certificate can be presented electronically to prove your identity, to access information or services on the Internet or to sign certain document digitally. Since, Ministry of Corporate Affairs (MCA) accepts electronic submission of Forms on its portal the DSC is mandatory for all the users.
Documents required for obtaining DSC:  
  
Digital Signature Certificate application form (duly signed by applicant) & all same documents as required in DIN application form

2.    Selection of name for the proposed company:

The Promoters have to provide at least 6 names in the order of their preference/priority. The promoters can themselves search for the available names by visiting the MCA website.
After selecting name for the company time to file Application of Name Availability with ROC in e-form 1A, the applicant needs to give 6 proposed names in preferences/priority along with their meaning & significance of each word. This form should be digitally signed by the Managing Director or Director or Secretary of the Company.

3.    Drafting of Memorandum and Articles of Association:

What is Memorandum of Association (MOA)?
Memorandum of Articles covers fundamental provisions of the company’s constitution. It covers the main object and other object of the company.

What is Articles of Association (AOA)?
Articles of Association contain rules & regulation governing the internal management of the company. It is binding contract between the company & its members and members among themselves defining their rights & duties.

After getting name approval from ROC, the next step is to draft MOA & AOA. The subscribers need to specify Name, Address & Occupation in their own handwriting & sign the subscription page of MOA & AOA.

If one of the subscriber is Foreign National or NRIs, the subscription page where he/she is supposed to sign on the MOA & AOA, should be notarized by an Indian Consulate of Home Country.


4.    Stamping, digitally signing and e-filing of various documents with the Registrar:

After name approval following forms to be filed with ROC on the MCA website:

1)    Form-1 (Application or Declaration for Incorporation of Company), along with MOA & AOA. This form should be digitally signed by the Managing Director or Director or Secretary of the Company or Chartered Accountant.

2)    Form-18 (Notice of Situation or Change in Situation of Registered Office), along with following attachments:

Proof of Registered address shall be attached to e-form 18.
No Objection Certificate (NOC) from the director if the registered address owned by the director (not taken on lease by the company).

Other optional attachments

3)    Form-32 (Notice of Directors with their personal Details), along with consent letters of director as optional attachment

5.    Payment of Fees:

After filing of documents online, we need to make payment to ROC fees & Stamp Duty electronically which is based upon the Authorised Capital of the Company. Please refer to the “Fee Calculator” link on the MCA website for the ROC fees.

Note: Stamp Duty varies as per the “State” in which the Company is to be registered. Please refer to the “Stamp Duty” link on the MCA website

6.    Verification of documents/forms by ROC:

After payment of all stamp duties & ROC fees, ROC scrutinizes all the documents & forms. Now form-18 & form-32 are approved immediately through “STP” (Straight Through Process) & form-1 is scrutinized by ROC in detail. In case of any objection/queries raised by ROC, resubmission of form may also require.

7.    Obtaining Certificate of Incorporation:

Once all the Forms are duly approved by ROC, the digitally signed “Certificate of Incorporation” is emailed to the Directors.

As part of Green Initiative by the MCA, few Certificates including “Certificate of Incorporation” are now issued only in the electronic format i.e. softcopy (having digital signature of ROC). Once the Incorporation Certificate is received, Company can start its operations.