Company Formation and Incorporation in India
Written by gkkedia Dt. June 21st, 2019
Quick Requirements to get a Private Limited Company in 5 days
- Minimum Directors: 2, 1 Indian is must
- Minimum Promoters/Subscribers: 2
- Name of the Company
- Objects of the Company
- Minimum Capital: INR 1,00,000
- Registered office: Owned/Rented
PRELIMINERY STEPS FOR INCORPORATION OF PRIVATE LIMITED COMPANY IN INDIA: –
1. Application for reservation of name: –
First step in the incorporation of a company in India is availability of its name. For this you can propose any suitable name, provided it is not prohibited under the Indian Companies Act, 2013. You have to suggest 6 names on priority wise. Application for the name has to be filed in Form INC-1 along with fees. Form INC-1 will be signed digitally and thus the applicant must have Digital Signature. At this stage Form INC-1 should be filed electronically. DIN of the proposed Directors has to be obtained at this stage. If proposed Company is WOS (wholly owned subsidiary) company of the foreign company, a Board resolution on the letterhead of foreign company for allowing to use the name and authorizing to incorporate a company in India is required which should be countersigned by Indian Consulate in the Indian Embassy there. For using the word ‘International, Industries, Corporation, etc., different slabs of Authorised capital has been prescribed. In the case of Foreign Directors/ Promoters/ Corporates, they are not required to be physically present in India, if they authorise any Indian resident on his/her behalf to digitally sign the incorporation forms.
Note: The Name once approved should be reserved for a period of 60 days only from the date of its approval.
2.Finalisation of Main Objects and Memorandum & Articles of Association of the Company and other documents: –
After getting the name approved of the Company, next step is to finalise the main objects and Memorandum & Articles of Association.
- MOA shall be in respective form as prescribed in Table A, B, C, D and E of Schedule I as may be applicable and Adoption of Articles of Association shall be in respective form as prescribed in Table F, G, H, I and J of Schedule I as may be applicable. At least two subscribers are required for subscribing to the Memorandum of Association to form a private limited company and at least seven subscribers are required to subscribe to incorporate a public limited company. In case of foreign subscribers, they have to authorise some other Indian persons who will digitally sign the MOA & AOA on their behalf. If the foreigners/NRI is physically present in India, their digital signature can be used to subscribe MOA & AOA.
- The subscribers digitally sign the e-form 33 (MOA) and e-form 34(AOA) with their Digital Signature.
3. Registered Office:
For incorporating a Company, it requires a registered office address. Following documents are require to be attached in form to file with Registrar.
- Proof of Registered office (Sale/Purchase Deed-if owned, rent agreement & NOC- If Rented) and
- Utility Bill, that is not older than two months.
We shall provide assistance at cost for registered office address.
For incorporating a Private Limited Company, there should be at least two persons required to be appointed as director. In case of foreign company, one director must be an Indian Resident.
We shall provide assistance at cost for Indian Director/Subscriber.
5. Filing of digital Memorandum and Articles of Association with Registrar of Companies:
After Memorandum and Articles of Association are finalised, the same are to be filled in e-form 33 & 34. After that, it will be filed with Registrar of Companies, electronically along with the following forms/documents. Registration Fees which will depend on proposed Authorised Capital of the company:
Form-32 (Spice) : Statutory Declaration for compliance of provisions of the
Companies Act, 2013 in regard to Formation of Company.
Form 33 (MOA) : e-Memorandum of Association
Form 34 (AOA) : e-Article of Association.
Power of Attorney : Authorisation for making corrections in the office of Registrar of Companies related to incorporation of company.
After filing these three forms on MCA site, promoter need to upload PAN & TAN form within 2 days of filling the forms. Once the Company will get certificate of Incorporation from Registrar of Companies, PAN/ TAN will be received by mail and post. Here, all steps for incorporating a Company are over and you can start your business immediately.
6. 6. After getting Certificate of Incorporation, following will be made:
(i) Rubber Stamp of the company (ii) Share Certificates, and
(iii) Printing of 50 copies of Memorandum & Articles of Association.
|Details||Govt. fees (in INR)|
|Printing of memorandum & other expenses||5,000|
|Cost of Digital Signature||2,500 (for each person)|
|Cost of DIN form||500 (for each person)|
|MOA Stamping fees (INR150 per lakhs)||150|
8. Capital Fee is around 2% of the Authorised Capital, as follows (If registered office is in Delhi):
|Authorised Capital||Capital Fees (in INR)|
|INR 1 Lakh||2,000|
|INR 5 Lakh||2,000|
|INR 10 Lakh||2,000|
|INR 25 Lakh||32,000|
|INR 50 Lakh||82,000|
9. Time frame:
5 working days (Subject to availability of all the papers with proper signatures).
POST INCORPORATION SERVICES
1. ONE TIME WORK: –
- Opening of bank account with any bank
- Appointment of First Auditor
- Share Allotment & its stamping
- Registration for Good & Services Tax Number
- Import Export Code Number
2. ROUTINE WORK: –
- Maintaining books of accounts on day to day basis
- Filing of quarterly return for withholding tax
- Filing of GST Return on monthly/ quarterly basis
- Maintaining payroll on monthly basis
- Preparation of Balance Sheet annually and audit thereof
- Filing of return with Income Tax Department
- Filing of annual return with Registrar of Companies
- Filing of FLA Return with RBI
- Maintaining statutory register and writing of minutes’ book
- Tax audit, has to be done when turn-over will exceed INR 10 million
- Annual audit for Transfer Pricing (TP) for income tax purpose
- FC-GPR & FC-TRS forms with RBI along with Valuation Certificate. RBI has to be informed about receipt of share capital amount from abroad within one month of its receipt & shares have to be allotted within 6 months
- Consultancy in the above matters