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Guide to Company Registration Indian 2013 This guide describes the process invo

Guide to Company Registration Indian 2013 This guide describes the process involved and procedures for Company Registration Companiesinn.com LLP This is a Private Document of CompaniesInn.com LLP Introduction The ‘Company’ form of organisation is the most common incorporated business structure in India. Introduced during the British rule, the ‘company’ structure was retained even after India gained independence, within a reworked legislative framework. A ‘Limited Company’ is a business organisation registered under company laws for doing business in a particular jurisdiction. It is an association of real persons and/or body corporate (companies and LLPs) registered under relevant laws. It is one of the most accepted business organisations in India. The company registration in India is regulated by the Companies Act, 1956, and administered by the Ministry of Corporate Affairs (MCA - www.mca.gov.in) through offices of the Registrar of Companies (ROC) in each state. You can read more above Company Registration and FAQ from our website, under the session ‘Learning Centre’ Private Company Registration A ‘Private Company’ is a limited company formed with minimum of 2 members and 2 Directors. The maximum number of members in a private company is restricted to 50. The name of the company should end with the words 'Private Limited'. A ‘Private Limited’ company is the most common incorporated business organisation in India. It is generally called as a ‘Private Company’. Overview - Private Company A ‘Private Company’ is an incorporated business entity registered under the Companies Act, 1956, with the following features and restrictions:  Minimum and maximum numbers of shareholders are 2 and 50, respectively.  Minimum paid-up capital should be Rs.1,00,000.  Minimum numbers of directors are 2.  Shares transfers can be restricted as per the articles of the company.  Private company cannot accept deposits from the public; it can accept loans and deposits only from its shareholders, directors and directors’ relatives.  Private company cannot issue shares to the public.  Compliance and regulatory requirements under applicable company laws are fewer and simpler as compared to requirements prescribed for a public company.  The name of the company should end with ‘Private Limited’ Private Company Registration Process in India Requirements 1. Minimum Number of Directors and Shareholders For registering a private company, a minimum of 2 shareholders and 2 directors are required. Shareholders could be individuals, companies or LLPs, but only individuals can become directors of a company. A director need not be a shareholder of the company and shareholders need not necessarily be directors as well. Shareholders / Members are the persons holding shares in a company. Directors of company are responsible for the management of the company affairs and legal compliance under various laws. Directors are normally appointed by shareholders. Indian company laws specify that only an individual can be appointed as a director of a company. 2. Obtain a Director Identification Number (DIN) for all proposed directors. The proposed director must have a DIN allotted by the Ministry of Corporate Affairs. DIN can be obtained by filing an online application with a copy of ID and address proofs. Indian nationals must have a PAN for applying a DIN. 3. Obtain a Digital Signature Certificate (DSC) for one of the promoters and directors. During the registration process, all the documents are submitted to the ROC online through www.mca.gov.in. These forms need to be authenticated by signing it using a Digital Signature Certificate issued by the Certifying Authority in India. One of the promoters and directors should have a digital signature certificate to authenticate documents that are submitted to the ROC. 4. Identify the location and authorised capital of the company It is important to have a proper address for the company’s registered office. The address need not be a commercial location for registering a company. It could be the residential address of one of the promoters or any other identifiable address. The ROC will send all the correspondence relating to the company to the registered office address. The jurisdiction of the ROC will depend on the location of the registered office. 5. A private limited company should have a minimum authorised capital of Rs.1,00,000. Authorised capital can be any amount above the minimum limit. Company registration fee varies depending on the authorised capital of the company. Process of Company Incorporation. 1. Apply for DIN (Directors Identification Number) DIN can be applied online with support of necessary documents. As explained above we need self attested PAN card and address proof for applying DIN. These documents need to be verified with originals. 2. Apply Digital Signature (DSC) One of the proposed director need to obtain DSC and it can be obtained online using address proof and ID proof of the proposed director. 3. Registered Office Verification As per company law, registered office address is mandatory for registration as explained above requirements. This address need to be verified and a copy of none objection letter from the owner of the address proof has to be filed for registration. We have a term for address verification and they will verify physically existence of each address. 4. Company Name Application The name of the private company should end with the words 'Private Limited'. Before proceeding with the incorporation process, an application has to be filed for getting the company name approval from the ROC. It is preferable to submit the application with multiple names in the order of preference. Company name application must be in line with the Company Name Guidelines. Company name application is filed in Form 1A to the Ministry of Corporate Affairs, Government of India, to check the availability of the proposed name for registration of a new company. Once approved, the name will be reserved for 60 days. Company registration documents have to be executed and filed within this time line. 5. Execution of company registration documents After the company name is approved, the company incorporation documents such as Memorandum of Association (MOA) and Articles of Association (AOA) have to be executed by the promoters in the prescribed format. MOA and AOA has to be executed by the subscribers, who have to supply other details such as name, father’s name, residential address, occupation and the number of shares they agree to take on in their own handwriting. They will then have to sign the document and should enclose the signature of a witness who knows the subscribers. 6. Submission of company registration documents to the ROC Once the MOA and AOA are executed, the same has to be submitted to the ROC of the respective state for the company registration. The originally executed MOA and AOA are not required to be filed with the ROC. The same has to be preserved by the promoters for future reference. Along with incorporation documents, details of directors and registered office are also required to be filed with the ROC. 7. Company Registration and Certificate of Incorporation The ROC will register the company after due verification of MOA, AOA and other details and will issue the Certificate of Incorporation (COI). It will also allocate a Corporate Identification Number (CIN) to the company so registered. The COI is now issued by the ROC in digital form with the digital signature certificate. No physical certificate will be issued by the office of ROC. A private company can commence its business after obtaining the COI. CompaniesInn.com LLP # 48, 2nd Block, 100Ft Road , Opp. Kendriya Sadan, Koramangala , Bangalore—560 034 Ph :+91 80 3025 5900 / 01 Email:info@companiesinn.com uploads/s1/ guide-to-company-registration.pdf