egistrar of Companies will check that everything is as required and the compliance with The Companies Act and other applicable laws are obliged. In short the ROC will scrutinize the documents and on finding then satisfactory then he may register the company or if s are required than the ROC will call the authorized person to settle the make necessary changes and then he will register the company.
Registration of Private Ltd. Company in India – A Procedure
Procedure for Registration of Private Companies in India:
when you want to register a private company, you have to fulfill certain formalities such as filling forms, submitting documents with ROC, etc and many other things along with compliance of the provisions of Companies Act. You have to follow a stepwise simple process to register a Private Company and the process is as given below: India
Obtain DIN: In order to register a private company, there is a requirement of promoters, who acts as directors initially. It is mandatory to have a Directors Identification Number for a person to become a director in the company. Points to be kept in mind while proceeding for obtaining DIN:
» It is mandatory to have DIN for a person to become director in the company.
» In case where a person already has DIN, check that he does not have directorship with more than 15 Companies excluding the list given in the Companies Act. The list is as follows:
1. Directorship in Private Company
2. Alternate Director
3. Unlisted Company
4. Section 25 Company.
Obtain and Register the Digital Signature Certificate:
» After receiving DIN, the promoters have to apply for Digital Signature Certificate which will be used to sign the documents electronically, which are to be filed online.
< span lang="EN-US">
» Service of providing Digital Signature Certificates is provided by companies like TCS. You have to fill the form provided by the company and attach the required supporting evidence for applying for Digital Signature Certificate.
» When the Digital Signature Certificate (DSC) is received, it is to be registered on the official website of Ministry of Corporate Affairs i.e. www.mca.gov.in. This registration will allow you to sign the documents and forms that are to be filed online with the ministry of corporate affairs.
» The Digital Signature is to be registered with the Ministry of Corporate Affairs for Role check.
Apply for Name Approval:
» As soon as the DSC is received the promoters has to apply for approving the name of the company.
» The promoters have to take care that they have searched for names in the service provided in the MCA website for checking the resemblance if any exists.
» It has to be seen that the identical names does not exist.
» The promoters have to file the Form No. 1A which is for Application form for availability or change of name. For filing the Form No. 1A following steps are to be followed:
§ Go to site www.mca.gov.in
§ Select the box of “MCA21”.
§ On the right side you will find a box written “Company Forms Download”.
§ Download the Form No.1A from the list of forms.
§ Fill the details and digitally sign it.
§ Submit the form.
» In the form 6 proposed names are to be provided from which one will be allotted to you. Try to provide the names in priority sequence of receiving that name as allotted.
» Fees for making Name Allotment Application id Rs.500.
Application for Registration:
» After receiving the approval of name the promoters have to proceed towards applying for registration of company before completion of 6 months from the receipt of name approval.
» The promoters have to file 3 forms initially. They are:
§ Form 1 – Application or declaration for incorporation of a Company
§ Form 18 – Notice of Situation or change of Situation of registered office
§ Form 32 – Particulars of Appointment of Managing Director, Directors, manager and secretary and the Changes among them or consent of candidate to act as a managing director or director or manager or secretary of a company and/ or undertaking to take and pay for qualification shares.
» All the above forms are available on the website of MCA along with Form No. 1A.
Payment of Fees:
» Along with application, fees for registration of Company are to be paid.
» Fees are to be paid on the basis of type of company and amount of authorized capital.
» A quick Link of “Calculate the Fees” is given on MCA21 portal where you can calculate the fees.
» Payment is allowed by different modes such as Net Banking, Credit Card, Debit Card, Challan and NEFT.
» Always keep the copy of evidence generated on payment of fees such as copy of challan generated in case of all the online payments and copy of challan when the fees are paid by physical challan.
Preparation of Documents: Once the name approval is received, the promoters have to prepare the two most important documents of the company. It is to be filed with ROC within the time period of 6 months from receipt of name approval of the company. Such documents are Memorandum of Association (MOA) and Articles of Association of the Company (AOA). Let us see its basic details:
§ Memorandum of Association: A stamped copy of Memorandum of Association is to be provided to the registrar of companies. Memorandum of Association (MOA) acts as a constitution of the Company. It contains the clauses of Name, Object, Situation, Liability etc. It states the identity of the company to the stakeholders. It should also contain subscription clause which contains the following details of promoters in own handwriting:
· Full Name
· Father’s / husband’s Name
· Number of Shares taken by promoter
· Signature of the promoter.
· Signature of person witnessing the promoters’ signature.
· Date and Place
§ Articles of Association: In addition to Memorandum of Association, Articles of Association is also an important document of the company. It contains the rules and regulation of a company acting as a guide for internal management. Certain restrictions and powers are assigned by the clauses of the Articled of Association. Along with the MOA a stamped and a spare copy of Articles of Association (AOA) is to be filed with ROC within the time period of 6 months from receipt of name approval of the company.
Submission of Documents:
» Along with application the following documents are to be submitted:
§ Documents in supporting of Fees paid to Registrar of Companies (ROC)
§ Document being a original letter received from Registrar of Companies communication the allotment or approval of name.
§ A stamped copy and a spare copy of both Memorandum of Association (MOA) and Articles of Association of the Company (AOA) are to be filed with the ROC.
§ Copy of agreement of company with any person proposed to be a whole time director or manager.
§ A power of attorney given to a person for acting as an authorized signatory is to be submitted which is to be provided in the non – judicial stamp paper, purchased in the name of person who is a signing authority.
§ No objection letters from promoters / directors who are shown as promoters in Form No. 1A but who will not be associated with the company afterwards are to be filed with the Registrar of Companies.
Receiving the Certificate of Incorporation:
» When all the documents along with the application form are submitted and all the due fees are paid, the R
» In case where anything is missing, the Registrar will call for such details.
» On registration the Registrar of Companies will issue a Certificate of Incorporation of Companies within a week or two in normal cases.
» As soon as the Certificate of Incorporation is received a private company can commence its business as per The Companies Act, 1956.
» The Certificate of Incorporation bears a date which will be known as the “Date of Incorporation” and will be used as a “Date of Birth” as in the case of normal Human Being.