Incorporation of a subsidiary company of a foreign company

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Girish Sharma

Girish Sharma (Querist)
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08 February 2011 Please advice about the steps to be followed for creation of a susidiary of a foreign company in India

CA. Anuj Gupta

CA. Anuj Gupta (Expert)
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09 March 2011 The steps I am giving are general steps.Specific TAX ,TRANSFER PRICING and FDI angle needs to be thoroughly checked before forming any indian pvt. ltd. company.

Anuj
9810106211

Steps for formation of new company

1. Obtain address & ID proof of prospective directors

2. Obtain proposed name of the company with three alternate names. Also obtain objects of proposed co. and proposed authorized and paid up capital.

(In private Ltd. one lac authorized and paid up is compulsory and Rs. Five lacs in case of public limited co.)

3. Minimum 2 subscribers required in Pvt. Ltd and seven in public Ltd.

4. Apply for provisional DIN and generate provisional DIN form DIN 1. Name and address should be same as given in proofs.

5. Apply for digital signature of any one director- Photo, address and ID proof needed

6. After receiving digital signature – apply for name approval to MCA in form IA on the basis of provisional DIN - Always download new form 1A from MCA site. Upload the form 1A and generate challan for Rs. 500/- and deposit Rs. 500 in bank. In case of credit card payment will be made on line. Challan no. is called SRN no.

7. Send by speed post DIN -1 forms of directors to MCA, Noida for obtaining regular DIN after pasting photo and attaching ID and address proofs. The photos, signature address and ID proofs should be attested with seal by a CA/Notary public.

8. On receipt of regular DIN ( can be viewed on MCA site ) and after approval of name, get the subscriber table ( Two no.- one for MOA and one for AOA) duly filled in and signed from the subscribers in own hand writing. Give these tables to printer with name of first directors , authorized capital and objects for printing 2-3 copies of MOA and AOA.

9. After approval of DIN , register digital signature of at least one director – through MCA site

10. On receipt of MOA & AOA from printer – get one original copy stamped – Rs. 500/- on MOA and @ 0.5% of authorized capital on AOA. (State subject. Check rate of stamp duty in concerned state)

11. On receipt of regular DIN for all the directors :

Obtain consent of directors to act as a director in performa
Fill form 32 for directors detail
Fill form 1 – Details of subscribers
Fill form 18 for address of Registered Office
Form 1 on stamp paper ( Notary compulsory) – Rs. 10/- stamp
Paper

11. Power Of Attorney in our favour on stamp paper of Rs. 50/-- To be
signed by all subscribers and to be witnessed by some person

12. Attach consent with form 32

13. Upload the form 1 first then it will ask for form 32 and form 18, then upload form 32 and 18 and generate challan for payment

14. Send scanned copies of name approval letter, MOA, AOA, POA, and stamped Form 1 through Addendum

15. Send physical copies of MOA/AOA, POA, Form 1-Stamp to ROC office and copy of challan and follow up with ROC office for incorporation