companyformation

Form a Private limited  Company in India- minimum share capital=Rs 1 lakh and 2 directors, in just 10 working days-

email- contact@filereturn.com        24 hours mobile-C.A.NIKUNJ SHAH-9820442177
 

Procedure of Company Formation (Private Limited Company), in India.

Step by step guide to Formation/Registration/Incorporation of a Private Limited Company, in India.


Minimum requirements for the Private Limited Company

  • Minimum 2 Directors
  • Minimum 2 Shareholders
  • The directors and shareholders can be the same person
  • Minimum Share Capital shall be Rs. 100,000 (INR One Lac)
  • DIN (Director Identification Number) for all the Directors
  • DSC (Digital Signature Certificate) for one of the Directors

What are the Requirements for a Private Limited Company?

A Registered Business Name: This must be followed by the word ‘Limited' or ‘Ltd'. The Companies Registration Office exercises some control over the choice of name, it cannot be identical (or very similar to) the name of an existing company. It won't be considered if it is offensive or illegal and the use of certain words in a company (for example, `Institute', `National') can only be used in certain circumstances. The company name must be displayed in a conspicuous place at every office, or other premises where the company carries out business. 


A Registered Office: This need not necessarily be the same address as the business is conducted from. Quite frequently the address used for the registered office is that of the firm's solicitor or accountant. This is the address, through, where all official correspondence will go. 


Shareholders: There must be a minimum of two shareholders (also described as `members' or `subscribers'). A private company can have up to fifty shareholders. 


Share Capital: The company must be formed with a stated, nominal share capital divided into shares of fixed amounts. Small companies are frequently formed with a nominal share capital of Rs.100. 

Memorandum of Association: The memorandum is the company's charter. It states the company's name; the situation of its registered office; its share capital; the fact that liability is limited and, most importantly, the object for which the company has been formed. In theory, the company can only operate in the areas mentioned in the objects clause but in practice the clause is drawn to cover as wide an area as possible, and anyway a 75 per cent majority of the members of the company can change the objects whenever they like. Nevertheless, it is worth bearing in mind that directors of the company will incur personal liability if the company engages in a type of business which is not authorised by the objects clause. The memorandum must be signed by at least three shareholders. 


Articles of Association: The document contains the internal regulations of the company, the relationship of the company to its shareholders and the relationship between the individual shareholders. Many companies don't bother to draw up their own articles but adopt (sometimes with some modifications) articles set out in the Companies Act. 


Certificate of Incorporation: This is the document, which the registrar of companies issues to you once he has approved your choice of name and your memorandum. When you receive this document your company legally exists and is ready to trade. 


Auditors: Every company must appoint a qualified auditor. The auditor's duty is to report to the treasurer whether or not the books of the company have been properly kept, and that the balance sheet and profit and loss account presents (or doesn't present) a true and fair view of the company's affairs and complies with the Companies Act. Auditors are appointed or re-appointed at general meetings at which annual accounts are presented, and they hold office from the conclusion of the meeting until the next general meeting. 


Accounts: The Companies Act lays down strict rules on accounting. Every company must maintain a set of records, which show the financial position at any one time with reasonable accuracy. The accounts comprise a profit and loss account and balance sheet with the auditors' and directors' reports appended. A new company's accounting reference period begins on its incorporation and runs until the following 31st March - unless the company notifies the registrar of companies otherwise. Within ten months of the end of an accounting reference period, an audited set of accounts must be laid before the shareholders at a general meeting and a set delivered to the registrar of companies. 


Registers, etc.: In addition to the accounts books, companies are required to have: a register of members and share ledger; a register of directors and secretaries; a register of share transfers; a register of charges; a register of debenture holders; a book can be purchased to hold all of the above. This will be provided automatically if you buy a running concern. 


Company Seal: All companies must have an engraved seal. This must be impressed on share certificates and must be used whenever the company has to execute a deed. Again, this is included in the ready-made company package.

1. What are the forms in which business can be conducted by a foreign company in India?

A foreign company planning to set up business operations in India has the following options:

  • As an incorporated entity by incorporating a company under the Companies Act, 1956 through
  • Joint ventures; or
  • Wholly owned subsidiaries
  • As an office of a foreign entity through
  • Liaison Office / Representative Office
  • Project Office
  • Branch Office

Such offices can undertake activities permitted under the Foreign Exchange Management (Establishment in India of Branch Office or other place of business) Regulations, 2000.


Steps Involved

Step 1. Get the DIN (Director Identification Number) & DSC (Digital Signature Certificate)

What is a Director Identification Number (DIN)?

Director Identification Number (DIN) is a unique identification number issued by the Ministry of Corporate Affairs (MCA), for an existing director or a person intending to become a director of a company.

Documents required for DIN Application

a) Address Proof: Copy of passport / driving license having pin code / electricity bill / telephone bill / Election card / Bank statement certified by Bank Manager (should not be older than 30 days), also PIN code must be mentioned on the address proof.

b) Identity Proof: Copy of PAN Card (Mandatory)

c) One Passport Size color photograph

d) Email Address (Mandatory field of DIN Application)

e) Mobile/Cell Number (Mandatory field of DIN Application)

f) Annexure DIN1 (Verification of an applicant) to be signed by an applicant

Notes:

1. All the documents require “Self attestation”.

2. In case of Foreign national or NRI, passport copy is must and identity proof and address proof should be notarized by an Indian Consulate of home country.

3. While making DIN Application following details are mandatory :

First Name, Middle Name, Last Name, Details of father of an applicant (even in case of a married woman)

4. In case of a Married woman, copy of the Marriage Certificate is required (If DIN needs to be in the “Changed Name”)

 

What is a Digital Signature Certificate (DSC)?

Digital Signature Certificate (DSC) is the digital equivalent (i.e. electronic format) of physical or paper certificates. Examples of physical certificates are drivers’ license, passport. Certificates serve as proof of identity of an individual for a certain purpose; for example, a driver’s license identifies someone who can legally drive in a particular country. Likewise, a digital certificate can be presented electronically to prove your identity, to access information or services on the Internet or to sign certain documents digitally. Since MCA accepts electronic submission of Forms on its website the DSC is mandatory for all the users.

Documents required for obtaining DSC

a) Digital Signature Certificate application Form (duly signed by an applicant). An applicant is required to sign across the photo.

Download the DSC Application Form

b) All other documents are same as required for the DIN Application

Note : All the documents require “Self attestation”

Step 2. Search for the Company Name availability

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: Check Name Availability

Promoters may also search for the Trademark using MCA Website Check Trademark (If they are going to apply for the Trademark, in future)

Step 3. Application for the Name availability

After drafting of Main Object of the proposed company, need to file e-Form 1A with Registrar of Companies for name availability. The Applicant needs to give 6 proposed names in preference/priority along with their meaning and significance of each word.

Note: The name availability guidelines issued by MCA should be followed.

 

Step 4. Drafting of Memorandum of Association (MOA) & Articles of Association (AOA)

What is a Memorandum of Association?

Memorandum of Association covers fundamental provisions of the company’s constitution. It covers main object and other objects of the company.

What is Articles of Association?

Articles of Association contain rules and regulations governing the internal management of the company. It is a binding contract between company and its members and members among themselves defining their rights and duties.

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

If one of the subscribers is a Foreign National or NRI, the subscription page where he/she is supposed to sign on the Memorandum and Articles of Association, should be notarized by an Indian Consulate of Home Country.

Step 5. Filing of e-forms with ROC (Registrar Of Companies)

Following Forms to be filed/uploaded on the MCA Website

a) Form1 (Incorporation document), along with MOA & AOA

b) Form 18 (For Notice of situation of the Registered office)

c) Form 32 (Notice of Directors with their personal details)

Step 6. Payment of ROC Fees & 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.

Please refer to the “Fee Calculator” link on the MCA Website for the ROC Fees.

In order to know the Total statutory fees, note down the fee for the following forms from the dropdown :

Form1A, Form1 (select option “Incorporation of other companies”), Form 18 (select option “Shifting of Registered Office within ROC”, even if it’s not a shifting), Form 32.

Click on the “Calculate Fee” to get the individual form fees & add up all the individual form fees and the “Stamp Duty”. Please refer to the “Stamp Duty” link on the MCA Website. Note : Stamp Duty varies as per the “State” in which the Company is to be registered.

Step 7. Verification of documents / forms by ROC

After payment of all stamp duties and ROC fees, ROC scrutinizes all the documents and forms. Now Form18 and Form32 are approved immediately through “STP” (Straight Through Process) and Form1 is scrutinized by ROC in detail. In case of any objections/queries raised by ROC, resubmission of forms may also require.

Step 8. Issue of Certificate of Incorporation by ROC

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

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

Step-8-Charges-

Statutory cost-ROC filing fees plus stamp duty= Rs 7000/- approximately

(please note-the above statutory cost of ROC is for Private limited Company having share capital of Rs 1 lakh and having 2 directors only.For any  further increase in share capital, the ROC fees would vary.)

Our charges Rs 25000/-.

Total Rs 32000/-.

Please pay Rs 32000/- online by depositing the amount of Indian Rupees Rs 32000/- into our bank account as under-

FILERETURN.COM PRIVATE LIMITED, ACCOUNT NUMBER-0 3 5 6 0 5 0 0 0 9 8 5,   ICICI BANK, TARDEO BRANCH,MUMBAI,INDIA.

Swift code-ICICINBCTS

Once we receive the payment, then we shall email you all the requirements needed by us and our representative shall call you. We shall complete all the formalities right from the application of name, making the Memorandum and Articles of Association and giving you the Certificate of Incorporation of your company.

24 hours mobile-C.A.NIKUNJ SHAH Mobile-  +91-9820442177  tel +91-22-23878358

So get started,-If interested, please shoot an email with your name and mobile number , and address at this email address-

contact@filereturn.com

 

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