How to register company with MCA in India

Introduction

Starting a business in India requires the promoters to consider many things. One of the important factors to decide is the structure of the entity. Here is the rundown of the various options:

Choosing the appropriate legal structure relies on business goals and scale, future expansion and growth, regulatory environment, compliance requirements, and capital requirements.

Name Registration Essentials

While applying on the MCA website- some things are required:

• Digital Signature Certificates: As the entire process of Company Incorporation, including name registration, is online, the Directors of the proposed company and the subscribers to the Memorandum of Association(MOA) and the Articles of Association(AOA) need to procure Digital Signature Certificates. Specifically, Class 3 DSC, ensures the highest level of security, particularly for transactions involving sensitive or high-value information. DSC can be obtained from government-certified authorities, the list is available here.
• Director Identification Number: The Director Identification Number (DIN) is a unique, eight-digit number assigned to individuals intending to become directors or already holding directorships in companies.DIN is mandatory for directors participating in the company registration process with the Ministry of Corporate Affairs (MCA). Directors need to file an online application on the MCA portal to obtain DIN. The application requires personal details, identity proof, and address proof.

Company Name Registration

• Every company incorporated with effect from 23rd February 2020 is required to make an application for reservation of name and incorporation through the web service SPICe+. The name (s) of a company can be reserved in Part A of SPICe+. In case the applicant wants to apply for name, incorporation and other integrated services together, he can do so together by filling necessary information in Part A and Part B.
• For a change of name, web service RUN (Reserve Unique Name) is required to be submitted.
• The Director has to register on the MCA portal and with the same login ID, the SPICe+ forms should be filled and submitted.
• Number of names: If the applicant is filing only Part A of the SPICe+, then a maximum of 2 names can be applied out of which one name, as made available by the Central Registration Centre (CRC), will be approved and reserved for 20 days from the date of approval.
• If the applicant is applying for reservation of name and incorporation, ie Part A and Part B of the SPICe+, then only one name can be entered in SPICe+ Part A.
• The maximum character limit for a company name is 75 characters.
• Undesirable Name- In case the proposed name is identical or too nearly resembles the name of an existing Limited Liability Partnership or an existing Company or a reserved name, the name shall be treated as an undesirable name and the application shall be sent for resubmission or rejected.
• Trademarked Name- In case the proposed name includes a reference to a registered Trademark name, the user must ensure that he has attached the consent of the owner or applicant for registration of the trade mark along with KYC details (bearing signatures) of the Trademark owner. In case the TM owner is a body corporate, the NOC should be provided in the form of a Board Resolution along with KYC documents.
• Approval of Regulatory Authority- If the name includes words like 'Bank', 'Venture Capital, 'Insurance', and 'Banking', or 'mutual fund' or business activity includes words like 'Bank', 'Insurance', and 'Banking', 'Venture Capital' or 'mutual funds' or such similar words then reservation of name is done only on approval of regulatory authority.
• Cases in which prior Central Government approval is required: for the inclusion of the following names or expressions the previous approval of the Central government is required:

1. Board;
2. Commission;
3. Authority;
4. Undertaking;
5. National;
6. Union;
7. Central;
8. Federal;
9. Republic;
10. President;
11. Rashtrapati;
12. Small Scale Industries;
13. Khadi and Village Industries Corporation;
14. Financial Corporation and the like;
15. Municipal;
16. Panchayat;
17. Development Authority;
18. Prime Minister or Chief Minister;
19. Minister;
20. Nation;
21. Forest corporation;
22. Development Scheme;
23. Statute or Statutory;
24. Court or Judiciary;
25. Governor;
26. the use of the word Scheme with the name of Government (s), State, India, Bharat or any Government authority or in any manner resembling the schemes launched by Central, State or local Governments and authorities; and
27. Bureau.

• Cases where the rejection of Company Name occurs: One should be very careful while applying for the name, there can be a rejection of name approval application in the following cases:

1. Proposed Name exactly identical/resembled/phonetically to the name of an existing company/LLP
2. The proposed Name includes words which are registered under the Trademark Act with a specific class(es)
3. Wrong Class/Category/Sub Category of the Proposed Company is mentioned in the web form.
4. The Industrial Activity Code of NIC is not found in consonance with the attached objects of the Company in SPICe+ PART A.
5. Proposed Name is found Descriptive i.e. it contains commonly used words (proper pre-fix or suffix not used in name).
6. No significance in the Abbreviations used in the proposed name.
7. The proposed name indicates the words Finance/Investment/Capital/ Holding/ Insurance etc whereas the proposed objects of the Company do not indicate such activities.
8. Objects mentioned in the form are vague and the TM cannot be ascertained. (E.g. manufacturing / development / producing of all types of goods etc.)
9. Name contains words viz Board, National, Commission etc(refer to previous point) as given in Rule 8 of the Companies (Incorporation) Rules, 2014 for which previous approval of the Central Government is required.
10. Application made with Restricted and Undesirable names (System may not allow the filing of such applications)
11. The proposed name resembles closely the popular or abbreviated description of an existing company or limited liability as per rule 8A(1)(h) of Companies (Incorporation) Fifth Amendment Rules, 2019.
12. Previous approval of the Central Government has not been obtained and attached with the application where any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Government, or any local authority, corporation or body constituted by any Government.
13. If the proposed name contains the name of a foreign country/city/town etc. then the applicant has to attach any proof of the significance of business relations with such foreign country like an MOU with a company of such country. In case the proposed name includes the name of India and a foreign country (eg. India Japan or Japan India) in such cases name shall be allowed if, there is Government to government participation or patronage and no company shall be incorporated using the name of an enemy country.

• No abbreviation "PVT", or "PVT." Or "(P)" shall be allowed after the name of the company. No abbreviation "LTD", "LTD." "or" "ltd." shall be allowed.
• Examples of Company Name:

1. In the case of one person company - ABC (OPC) Private Limited.
2. In the case of a private limited company (other than a producer company) - ABC Private Limited.
3. In the case of a private limited company (Producer company) - ABC Producer Company Limited.
4. In the case of a public limited company - ABC Limited.
5. In the case of an Unlimited liability private company - ABC Private Unlimited.
6. In the case of an Unlimited liability pubic company - ABC Unlimited.

• Special characters in Company Name: Some of the Special Characters that can be included are @,#,%,(,),* etc.
• Documents to be uploaded: Some of the required documents to be uploaded:

1. Memorandum of Association
2. Articles of Association
3. Declaration by the first director(s) and subscriber(s) (Affidavit not required)
4. Proof of office address- tenancy agreement, sale deed etc.
5. Copy of utility bills
6. Proof of Identification of the proposed Directors and Subscribers to MoA and AoA- PAN, Aadhaar, Driving License or Passport
7. Proof of Address of the proposed Directors and Subscribers to MoA and AoA-latest telephone bill (not older than 2 months), latest electricity bill (not older than 2 months), Bank account statement having the address

• After filling in all the fields in the form, the Director should upload the relevant document PDFs, attach DSCs, check the form and submit it after making payment of the prescribed fees.
• The filing fee for Part A of SPICe+ is Rs 1000.
• The reservation period can be extended beyond 20 days upon which additional fees are to be paid.

1. Reservation of Name for 20 to 40 days - Rs 1000
2. Reservation of Name for 20 to 60 days - Rs 3000
3. Reservation of Name for 40 to 60 days - Rs 2000

• Upon approval of the name where the proposed name will be successfully reserved, the applicant, the director using the same login ID, can proceed to fill the Part B of the SPICe+ form for the incorporation of the Company.