incorporation of private ltd co.

Ajay Mishra (Company Secretary) (74337 Points)
Replied 26 August 2010

Dear Friend

Procedural requirement for formation of new company:

1. Obtain Digital signature of one of the promoter/director

2. Obtain DIN of at least two director

3. After obtaining approved DIN file Form 1A with ROC for name availability

4. If name is available ROC give name with in 3 days from the date of assigning

5. U will print at least two MOA and AOA.

6. File Form 1, 18, and 32 with the concerned ROC with the prescribed as given in Schedule X

7. File physical document like MOA and AOA for correction and other formalities, if required

8. After verification of physical documents of incorporation, ROC generate the Company Identification Number (CIN) and issue certificate of Incorporation at the registered address of the company

Payment of fee for respective form for incorporation of Pvt. Ltd.

1. For Form 1A is fixed of Rs. 500/-

2. For Form 1 u should pay as per your Authorised Capital

3. Form 18 fee is Rs. 500/-

4. Form 32 fee is Rs. 500/-

If you wanted to pay fee first of all your longing should be on MCA portal. Payment of challan will be made in authorised bank as given on MCA Portal.

Regards

Cs Ajay Mishra

2 Like

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 26 August 2010

/articles/procedures-for-incorporation-and-registration-of-companies-2984.asp

PROCEDURES FOR INCORPORATION AND REGISTRATION OF COMPANIES

A company is a voluntary association of persons formed for the purpose of business activities. A company has distinct name and limited liability, it is a juristic person having a separate legal entity different from its members who constitute it, capable of rights and duties of its own and endowed with a potential or perpetual succession. The Companies Act, 1956 prescribes specific procedures for incorporation and registration of companies. A company can be formed either by:—

(i) incorporation of a new company; or

(ii) conversion of existing business (sole proprietorship concern or partnership firm or co-operative societies) into company under the provisions of Chapter IX and Chapter IXA of the Companies Act, 1956; or

(iii) companies incorporated under section 25 of the Companies Act, 1956.

The incorporation (birth) and winding up and dissolution (death) of a company are governed by the provisions of the Companies Act, 1956. Therefore each company is subject to the provisions of the Companies Act, 1956, as may be amended from time to time. The following procedure involves for incorporation of a company.

STEP WISE FORMALITIES FOR FORMATION OF A NEW COMPANY

Persons desirous of forming a company must adhere to the step by step procedure as discussed below:—

I. Selection of type of the company.

II. Selection of name for the proposed company.

III. Apply for Directors Identification Number and Digital Signatures, if does not have

IV. Drafting of Memorandum and Articles of Association.

V. Stamping, digitally signing and e-filing of various documents with the Registrar.

VI. Payment of Fees.

VII. Obtaining Certificate of Incorporation.

VIII. Preparation and filing of Prospectus/Statement in lieu of Prospectus and e-Form 19/20 (in case of public companies) for obtaining the certificate of commencement of business.

IX. Obtaining Certificate of Commencement of business (in case of public limited companies).

Selection of the type of company

The promoters of a company may be individuals or bodies corporate engaged in efforts to incorporate a company. They have the power of defining the object of the company and deciding various connected matters regarding incorporation. Proposed scale of operations, capital involved, etc. depend upon the purposes for which the company is to be incorporated. The promoters are at liberty to select type of the company viz. private company, public company, nonprofit making company, etc. (See my previous Article “BASIC UNDERSTANDING ABOUT COMPANIES”)

Requirement for having DIN

As per proviso to section 253 of the Companies Act, 1956, inserted by the Companies (Amendment) Act, 2006, w.e.f. 1-11-2006, no company shall appoint or re-appoint any individual as director of the company unless he has been allotted a Director Identification Number under section 266B.

New section 266A has been inserted by the Companies (Amendment) Act, 2006 which provides that every individual, intending to be appointed as director of a company shall make an application for allotment of Director Identification Number (DIN) to the Central Government in the prescribed DIN Form. Therefore, before submission of e-Form 1A all the directors of the proposed company must ensure that they are having DIN and if they are not having DIN, it should be first obtained, however on the basis of the provisional DIN allotted online will serve the purpose.

Specific care should be taken that a person cannot have more than one DIN, therefore, a DIN once obtained shall serve the requirement for all the companies in which he is director or intended to be a director.

Requirement for having digital signatures

After 16^thSept., 2006, every documents prescribed under the Companies Act, 1956 is required to be filed with the digital signature of the managing director or director or manager or secretary of the Company, therefore, it is compulsorily required to obtain digital signatures of at least one director to sign the e-Form 1A and other documents.

Selection of name

Six names are required to be selected in order of preference after taking notes of numerous clarifications, circulars and rules made by the Ministry of Company Affairs (DCA), etc. In case key word is required, significance of each key word should be given in the e-Form 1A.

APPLYING FOR ASCERTAINING THE AVAILABILITY OF THE SELECTED NAME

The promoters are required to make an application to the concerned Registrar of Companies be submitted electronically to the Ministry of Company Affairs on the portal of MCA. An application shall be in e-Form 1A as prescribed by Notification No. GSR 56(E) dated 10^thFeb., 2006 duly digitally signed by any one promoter or managing director or director or manager or secretary of the company alongwith the required fee of Rs. 500 only for ascertaining whether the selected name is available for adoption by the promoters of the proposed company.

APPROVAL OF THE NAME

After receipt of completed application in e-Form 1A, the Registrar shall intimate whether the proposed name is available for adoption or not. The confirmation of the name made available by the Registrar shall be valid for a period of six months from the date of letter issued in these regards. In case, if the promoters fails to submit all the required documents for incorporation within that period, then they are required to submit another application for revalidation of name with fresh filing fee of Rs. 500 only.

Preparation of the Memorandum of Association (MOA) and Articles of Association (AOA)

Drafting of the MOA and AOA is generally a step subsequent to the availability of name made by the Registrar. It should be noted that the main objects should match with the objects shown in e-Form 1A. These two documents are basically the charter and internal rules and regulations of the company. Therefore, it must be drafted with utmost care and with the advise of the experts and the other object clause should be drafted in a very broader sense.

Estimate of registration fees for a new company

The fees payable to the Registrar at the time of registration of a new company varies according to the authorised capital of a company proposed to be registered as per Schedule X to the Act. Fees can be calculated at the MCA portal using fees calculator.

Filing of documents with the Registrar

Next step for the promoters is to file the following documents with the Registrar for incorporation of the company. The following documents shall be submitted to the Registrar alongwith the adequate filing fees as applicable for registration of the company electronically on line basis within a period of six months from the date of intimation of availability of name:—

(i) Memorandum of Association, duly signed by the subscribers and witnessed, showing the number of shares against their names electronically attached in PDF file. It should also be properly stamped as per the stamp duty applicable in the State, where the registered office of the company is to be situated. Photographs of the subscribers shall also be attached. Simultaneously original stamped copy of the Memorandum of Association shall be submitted (physical submissoin) with the Registrar of Companies concerned.

(ii) Articles of Association should also be duly signed by the subscribers and witnessed, showing the number of shares against their names electronically. It should also be properly stamped according to the authorised share capital. Photographs of the subscribers shall also be attached. Simultaneously original stamped copy of the Article of Association shall be submitted with the Registrar of Companies concerned.

(iii) Copy of the agreement, if any, which the company proposes to enter into with any individual for appointment as its managing or whole-time director or manager shall be attached in the PDF file.

(iv) Declaration in e-Form 1 by an advocate or company secretary or chartered accountant engaged in whole time practice in India or by a person named in the Articles as a director, manager or secretary of the company, that all the requirements of the Companies Act, 1956 and the rules made thereunder have been complied with in respect of registration. [Refe Section 33(2)]

(v) Power of Attorney for should be furnished by all the subscribers in favour of any one subscriber or any other person authorising him to file these documents and to with the Registrar and to obtain certificate of incorporation. The power of attorney should be given on Non-Judicial stamp paper of appropriate value and shall be submitted to the Registrar.

(vi) Other agreement if any, which has been stated in the Memorandum or Articles of Association shall also be filed in the PDF file with the Registrar because in such cases the agreement will form part of this basic document.

(vii) E-Form 18 is to be filed with the Registrar electronically with the digital signatures in regard to location of the registered office. E-Form 18 shall also be certified by the company secretary or chartered accountant or cost accountant in whole-time practice. [Section 146(2)]

(viii) E-Form 32 is required to be filed with the Registrar electronically for filing particulars of directors. The personal details should match with the information provided in the DIN. Following additional details are also required to given in e-Form 32:

E-Form 32 is required to be digitally signed by the director or managing director or manager or secretary of the company. E-Form 32 shall be filed along with the adequate filing fee as prescribed under Schedule XIII of the Companies Act, 1956.

SUBMISSION OF E-FORM 1

E-Form 1 has to be submitted with following enclosures:

(1) Memorandum of Association (MoA) and Article of Association (AoA) of the company [Not required for a company licensed under section 25];

(2) Annexure containing details of subscribers (Optional);

(3) Power of Attorney/Authority letter given by the subscribers/promoters/directors to the professional i.e. advocate or attorney or pleader or CS or CA (in whole-time practice) for formation of a company.

(4) Copy of Memorandum of Association (MoA) and Article of Association (AoA) after stamping and physically signed by all the subscribers should be delivered at the RoC office where company is to be registered.

Note: In case, if any subscribe put his name, and other descripttions and sign in a language other than, in which the Memorandum and Articles of Associates, then it is required by the witness to give statement that he had explained the contents of all the documents in such language and the subscriber has signed the same after proper understanding of the same.

Further that an Affidavit on the stamp paper of adequate value that he had been explained the contents of the Memorandum and Articles of Association and all other relevant documents for incorporation of the company and he/she had put his/her signature after proper understanding of the same and this affidavit should also be furnished with the Registrar along with all the documents as described above.

Certificate of Incorporation (Sections 33 and 34)

On the satisfaction of the Registrar that the requirements specified in sections 33(1) and 33(2) have been complied with by the company, he shall retain the documents and register the MOA, AOA and other documents. Section 34(1) cast an obligation on the Registrar to issue a Certificate of Incorporation, normally within 7 days of the receipt of documents. It is advisable to authorise some person to collect the certificate personally from the ROC Office.

Commencement of Business

A Private limited company and a company not having share capital may commence its business activities from the date of its incorporation. However, a Public Limited Company having share capital is also required to obtain a separate certificate of commencement of business according to section 149(2A) of the Companies Act, 1956.

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2 Like

vivek (CS) (751 Points)
Replied 26 August 2010

In short the procedure is:-

1. Fill Form-DIN 1 for all the Directors. (For obtaining Director Identification Number)

2. Obtain Digital Signature for atleast One of the Directors.

3. Fill Form- 1A (Seeking name availability from ROC).

4. Prepare MOA & AOA of COmpany.

5. FIll Form-1, 18 & 32 (For registration of MOA n AOA, Registered Office & Firest Directors; respectively)

6. Obtain Certificate of Incorporation.

Regards,

3 Like

CA. BIJENDER KR. BANSAL (ACA, B.COM) (8148 Points)
Replied 26 August 2010

The steps of registering a company in India are as under:

Step 1 – Acquire director identification number (DIN) by filling Form DIN-1. The temporary DIN is immediately issued which must then be printed, signed and sent to RoC for its consent along with the identity and address proofs.

The Identity Proof should contain any one of the following:

PAN Card
Driving License
Passport
Voter Id Card

The Residence Proof should contain any one of the following:

Driving License
Passport
Voter Id Card
Telephone Bill
Ration Card
Electricity Bill
Bank Statement

Step 2 – Acquire digital signature certificate. This certificate can be acquired from any one of the six private bureaus sanctioned by MCA 21. Director of the company is required to submit the recommended application form along with the identity and residence proof.

Step 3 – To attain name of the Company, Form No. 1A should be filled citing the address of the Registered Office of the projected firm along with the signature of one of the promoters. A maximum of 6 proposed names can be presented which are verified by RoC staff for any resemblance with other company names in India. This process takes two days for attaining consent of the name

Step 4 – Arrange for stamping of the Memorandum and Articles with the appropriate stamp duty. The price of stamp duty differs from state to state.Stamp duty need to paid online.

The documents should be signed by the firm’s promoters after the MOA and AOA have been stamped. Besides the promoter’s signature, other information which must be filled in applicant’s handwriting is the company’s name, descripttion of company’s activities and motive, father’s name, address, occupation and number of shares subscribed.

Step 5 - Attain the Certificate of Incorporation from the Registrar of Companies, Ministry of Corporate Affairs. File e-form 1; e-form 18; and e-form 32 online on the Ministry of Company Affairs website. Along with these papers, copies of agreement of the original directors and signed and sealed form of the Memorandum and Article of Association must be enclosed in Form 1.

Step 6 – Make a seal (applicable for the private limited companies). Making a company seal is not a legal obligation for the firm to be integrated, but firms require a seal to deliver share certificates and other certificates.

Step 7 – Attain a Permanent Account Number (PAN) from National Securities Depository Ltd. (NSDL) or the Unit Trust of India (UTI) Investors Services Ltd., as outsourced by the Income Tax Department. Each person is entitled to state his or her Permanent Account Number (PAN) for the purpose of tax payment under the Income Tax Act, 1961 and the Tax Account Number (TAN) for submitting tax reduced at source. One can get PAN application from IT PAN Service Centers or TIN Facilitation Centers using Form 49A with the acknowledged copy of the certificate of registration, released by the Registrar of Companies along with the identity and residence proof.

Step 8 – Attain a Tax Account Number (TAN) for income taxes abstracted at source from the Assessing Office of the Income Tax Department. The Tax Account Number (TAN) is required by anyone accountable for deducting or gathering tax. The prerequisites of Section 203A of the Income Tax Act state that all individuals who subtract or collect tax at the source must submit an application for a TAN. The submission for allotment of a TAN must be registered using Form 49B and deposited at any TIN Facilitation Center certified to accept-TDS returns.

Step 9 – Enroll with the Office of Inspector, Shops, and Establishment Act (State/Municipal). Under this procedure, a proclamation incorporating the names of employer’s and manager’s and the establishment’s name (if any), postal address, and group must be delivered to the local shop inspector with the pertinent fees.

Step 10 – Register the company for Value-Added Tax (VAT) at the Commercial Tax Office (State). Registration of VAT requires filling up of a prescribed Form along with the following documents: