Procedure for Incorporation of a Private Limited Company
Persons desirous of forming a Private
limited company must follow the procedures as detailed below:-
1. Selection of type of the company.
2. Selection of name.
3. Requirement for having DIN
and Digital Signature
4. Preparation of the Memorandum of
Association (MOA) and
Articles of Association
(AOA)
5. Filing of documents with the Registrar
6. Payment of registration
fees for a new company
7. Certificate of Incorporation and
Commencement of Business
8.. Activities after incorporation
1. Selection of the type of company
The Promoters of a company may be individual entrepreneurs or body corporate
engaged in efforts to incorporate a company. Incorporated, proposed
scale of operations, the promoters can select type of the company as they wish
to form themselves into viz. private company, public company, non-profit making
company, etc.
2. Selection of name
Six
names are required to be selected in order of preference after taking notes of
numerous provisions, clarifications circulars and rules made by the Ministry of
Corporate Affairs, etc. Even single name can be given for name availability. In
case key word is required, significance of each key word should be given
in Form INC-1.
An application shall be in Form INC-1.as prescribed
by Notification No. GSR 56(E) dated 10th Feb., 2006 duly digitally signed by
any one promoter or managing director or director or manager or secretary
of the company along with the required fee for ascertaining whether the
selected name is available for adoption by the promoters of the proposed
company.
After receipt of completed application in Form
INC-1, 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 two months.
3. Requirement for having DIN and Digital
Signature.
Before submission of Form INC-1 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.
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 a director or
intended to be a director.
Requirement for having digital signatures
Every document prescribed under the
Companies Act 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 Form INC-1 and other documents
4. What are the forms to be filed?
Spice 32 is the
required form in connection with incorporation of the Company. The details of
the Directors, the Subscribers to the memorandum details and the registered
office address details shall be furnished in this form.
5. Preparation of the Memorandum of
Association (MOA) and Articles of Association (AOA)
Previously separate
MOA and AOA need to be attached in incorporation form (INC-7). Now for MOA,
Spice 33 and for AOA Spice 34 are need to be filled up and which are to be
filed along with spice 32 as link forms.
Spice 33 and Spice 34 need to be
signed by the Digital Signatures.
6.
PAN and TAN
In Spice 32, the particulars of the area
zone and Jurisdiction of the Income Tax Department are to be given and
immediately after filing the Spice 32, the PAN application in Form 49A and for
TAN application in Form 49B has to be uploaded. Once the incorporation forms
are accepted and approved, the certificate of incorporation generated will
contain the PAN and TAN for the Company.
7. Payment 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
authorized capital of a company proposed to be registered as per Companies
Act. Fees can be calculated by the MCA portal under Calculate Fees.
The approval for incorporation of the
company will be intimated by Government through e-mail and the e-mail contains
certificate of incorporation.
On receipt of certificate of incorporation
the private limited companies can commence business activities after obtaining
the Board Resolution.
8. Activities after incorporation
a) Display name board outside the
premises
b) To hold first Board Meeting.
c) To bring the subscribers share money
within 30 days.
d) To appoint Statutory Auditor within 30
days.
e) Open Bank account
f) Make common seal of the company
g) Issue of share certificate
h) Apply for GST
i) Maintaining statutory register
Note: The above procedure for
incorporation of the company is with Indian Directors and Indian Subscribers to
the Memorandum of Association.
For Foreign Directors and Foreign
Subscribers to the Memorandum of Association of an Indian Company, the
procedure will be different.
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