Registration of Private Ltd. Company in India - A Procedure
Procedure for Registration of Private Companies in India:
In India
Obtain DIN: In order to
register a private company, there is a requirement of promoters, who acts as
directors initially. It is mandatory to have a Directors Identification Number
for a person to become a director in the company. Points to be kept in mind
while proceeding for obtaining DIN:
»
It is mandatory to
have DIN for a person to become director in the company.
»
In case where a
person already has DIN, check that he does not have directorship with more than
15 Companies excluding the list given in the Companies Act. The list is as
follows:
1.
Directorship in
Private Company
2.
Alternate
Director
3.
Unlisted Company
4.
Section 25
Company.
Obtain and Register the Digital Signature
Certificate:
» After receiving
DIN, the promoters have to apply for Digital Signature Certificate which will
be used to sign the documents electronically, which are to be filed online.
» Service of
providing Digital Signature Certificates is provided by companies like TCS. You
have to fill the form provided by the company and attach the required
supporting evidence for applying for Digital Signature Certificate.
» When the Digital
Signature Certificate (DSC) is received, it is to be registered on the official
website of Ministry of Corporate Affairs i.e. www.mca.gov.in. This registration will allow you to sign
the documents and forms that are to be filed online with the ministry of
corporate affairs.
»
The Digital
Signature is to be registered with the Ministry of Corporate Affairs for Role
check.
Apply for Name Approval:
» As soon as the DSC
is received the promoters has to apply for approving the name of the company.
» The promoters have
to take care that they have searched for names in the service provided in the
MCA website for checking the resemblance if any exists.
» It has to be seen
that the identical names does not exist.
» The promoters have
to file the Form No. 1A which is for Application form for availability or
change of name. For filing the Form No. 1A following steps are to be followed:
§ Select the box of “MCA21”.
§ On the right side you will find a box written “Company Forms Download”.
§ Download the Form No.1A from the list of forms.
§ Fill the details and digitally sign it.
§ Submit the form.
» In the form 6
proposed names are to be provided from which one will be allotted to you. Try
to provide the names in priority sequence of receiving that name as allotted.
» Fees for making
Name Allotment Application id Rs.500.
Application for Registration:
» After receiving the
approval of name the promoters have to proceed towards applying for
registration of company before completion of 6 months from the receipt of name
approval.
» The promoters have
to file 3 forms initially. They are:
§ Form 1 – Application or declaration
for incorporation of a Company
§ Form 18 – Notice of Situation or change of Situation of registered office
§ Form 32 – Particulars of Appointment of Managing Director, Directors,
manager and secretary and the Changes among them or consent of candidate to act
as a managing director or director or manager or secretary of a company and/ or
undertaking to take and pay for qualification shares.
» All the above forms
are available on the website of MCA along with Form No. 1A.
Payment of Fees:
» Along with
application, fees for registration of Company are to be paid.
» Fees are to be paid
on the basis of type of company and amount of authorized capital.
» A quick Link of
“Calculate the Fees” is given on MCA21 portal where you can calculate the fees.
» Payment is allowed
by different modes such as Net Banking, Credit Card, Debit Card, Challan and
NEFT.
» Always keep the
copy of evidence generated on payment of fees such as copy of challan generated
in case of all the online payments and copy of challan when the fees are paid
by physical challan.
Preparation of Documents: Once the name approval is received, the promoters have to prepare the two
most important documents of the company. It is to be filed with ROC within the
time period of 6 months from receipt of name approval of the company. Such
documents are Memorandum of Association (MOA) and Articles of Association of
the Company (AOA). Let us see its basic details:
§ Memorandum of
Association: A stamped copy of Memorandum of
Association is to be provided to the registrar of companies. Memorandum of
Association (MOA) acts as a constitution of the Company. It contains the
clauses of Name, Object, Situation, Liability etc. It states the identity of
the company to the stakeholders. It should also contain subscription clause
which contains the following details of promoters in own handwriting:
·
Full Name
·
Father’s /
husband’s Name
·
Address
·
Occupation
·
Number of Shares
taken by promoter
·
Signature of the
promoter.
·
Signature of person
witnessing the promoters’ signature.
·
Date and Place
§ Articles of
Association: In addition to Memorandum of
Association, Articles of Association is also an important document of the
company. It contains the rules and regulation of a company acting as a guide
for internal management. Certain restrictions and powers are assigned by the
clauses of the Articled of Association. Along with the MOA a stamped and a
spare copy of Articles of Association (AOA) is to be filed with ROC within the
time period of 6 months from receipt of name approval of the company.
Submission of Documents:
» Along with
application the following documents are to be submitted:
§ Documents in supporting of Fees paid to Registrar of Companies (ROC)
§ Document being a original letter received from Registrar of Companies
communication the allotment or approval of name.
§ A stamped copy and a spare copy of both Memorandum of Association (MOA) and Articles of Association of the
Company (AOA) are to be filed with the
ROC.
§ Copy of agreement of company with any person proposed to be a whole time
director or manager.
§ A power of attorney given to a person for acting as an authorized
signatory is to be submitted which is to be provided in the non – judicial
stamp paper, purchased in the name of person who is a signing authority.
§ No objection letters from promoters / directors who are shown as
promoters in Form No. 1A but who will not be associated with the company
afterwards are to be filed with the Registrar of Companies.
Receiving the Certificate of Incorporation:
» When all the
documents along with the application form are submitted and all the due fees
are paid, the Registrar of Companies will check that everything is as required
and the compliance with The Companies Act and other applicable laws are obliged.
In short the ROC will scrutinize the documents and on finding then satisfactory
then he may register the company or if s are required than the ROC will call
the authorized person to settle the make necessary changes and then he will
register the company.
» In case where
anything is missing, the Registrar will call for such details.
» On registration the
Registrar of Companies will issue a Certificate of Incorporation of Companies
within a week or two in normal cases.
» As soon as the
Certificate of Incorporation is received a private company can commence its
business as per The Companies Act, 1956.
» The Certificate of
Incorporation bears a date which will be known as the “Date of Incorporation”
and will be used as a “Date of Birth” as in the case of normal Human Being.
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