Pages

Friday, February 24, 2012

INCORPORATION OF A PRIVATE LIMITED COMPANY AS A WHOLLY OWNED SUBSIDIARY COMPANY BY A FOREIGN COMPANY





Incorporating a private limited company as Wholly owned

 subsidiary company by a foreign company

The following requirements need to be fulfilled before incorporating Private limited company.

Under Indian Companies Act, 1956

For incorporating a private limited company, minimum two directors are required and 2
members/shareholders also known as Promoters/subscribers are required. Other
requirements are given below:

1. To obtain Director Identification Number (DIN) from Ministry of Corporate Affairs for each person who intends to become the First Director of the new company. This is mandatory requirement.
Incorporating a private limited company as subsidiary company by foreign company

The following requirements need to be fulfilled before incorporating Private limited company.

Under Indian Companies Act, 1956

For incorporating a private limited company, minimum two 
directors are required and 2
members/shareholders also known as Promoters/subscribers 
are required. Other requirements are given below:

1. To obtain Director Identification Number (DIN) from Ministry of Corporate Affairs for each person who intends to become the First Director of the new company. This is mandatory requirement. 

Documents required

a. A valid Pass Port
b. For Address proof - a valid driving license or latest credit card,statement or latest bank statement or any latest utility bill.
c. Passport size colour Photographs for each Director 2 copies
 
Other requirements

The above documents are to be notarized or chief executive officer of the company has to certify the documents and attest on the photographs.

2. Digital Signature for filing the documents on-line

An application form has to be signed for obtaining the digital signature for the purpose of
signing the forms with Ministry of Corporate Affairs. This is mandatory for one of the Directors

Documents required

a. A valid Pass Port 
b. For Address proof - a valid driving license or latest credit card 
statement or latest bank statement 
c. Passport size colour Photograph of the Applicant 2 copies 

Other requirements

  The above documents are also to be notarized.
  
Name availability - Six names in order of preference


Documents required
 a. Corporate/board resolution by the foreign company duly signed by an
Authorized Signatory
b. Power of attorney from the Authroised Signatory in favour of a
person to perform acts in India

To be notarized and attested by Indian Embassy

Other requirements

Board resolution by the Foreign company giving no objection for incorporating the company in India with foreign company's name.
To be notarized and attested by Indian Embassy.

Drafting the Memorandum and Articles of Association  

Information required


1. Proposed objects of the company

2. Proposed authorized capital of the company.

3. Place of registered office in India

Signing of Memorandum of Association and Articles of Association can be done only

after name is approved by the Registrar of Companies.

Documents required

If the documents are signed by the Authorized Signatory in the foreign country it should be notarized and attested by Indian Embassy/Consulate.

If the documents are signed in India it should be signed by the power of attorney holder in India authorized by the foreigners. 

Incorporation of company and obtaining Certificate of Incorporation 

Documents required

Signed copies of Memorandum of Association, Articles of Association, and declarations and power of attorney.
 Obtaining Certificate of Incorporation from Registrar of Companies.

The entire incorporation can be completed within 7 days

Under Foreign Direct Investment

 1. To check whether the investment by the foreign company is coming under automatic
route or approval route. If it is approval route to apply to Ministry of Commerce, Government of India, and obtain approval for investment.

2. To open the bank account after the company is incorporated.

3. To remit the money which was agreed by the Promoters at the time of incorporation
for the share capital of the company
4. To intimate the bank in annexure 6 regarding receipt of foreign remittance by the
Indian company along with KYC particulars of remitter.

5. To obtain Unique Identification Number from Reserve bank of India

6. To allot the shares within 6 months from the date of receipt of money

7. To file FCGPR with Reserve bank of India within 30 days from the date of allotment and obtain approval from the Reserve Bank of India.

 
Income Tax requirements under Income Tax Act.

When a company earns income after all expenses even if it is one rupee tax has to be paid to the Government. The Current income tax for the corporate is 30%.

Labour Laws:

Incorporated Company has to comply with  Labour Laws like Factories Act,1948 ,Provident Fund Act.

Central Excise and Service Tax and Commercial Tax:

The Incorporated company has to comply with Central Excise, Service Tax, Value Added Tax  wherever applicable.

.




.



No comments:

Post a Comment