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Company Registration

Registering a new company in India involves a multi-step process that ensures the company is legally recognized by the Ministry of Corporate Affairs (MCA) and can legally conduct business activities. The process varies based on the type of company you wish to form, such as a Private Limited Company, Limited Liability Partnership (LLP), One Person Company (OPC), or Public Limited Company.

Here’s a step-by-step guide on how to register a new company in India:

1. Choose the Type of Company

The first step is to decide on the type of company you wish to register. Common types are:

  • Private Limited Company: Suitable for small to medium businesses with limited liability for shareholders.
  • Public Limited Company: For larger businesses that require public shareholders and the ability to raise capital from the public.
  • One Person Company (OPC): A company with only one member, ideal for solo entrepreneurs.
  • Limited Liability Partnership (LLP): A hybrid structure offering the flexibility of a partnership with the benefits of limited liability.

For most startups and small businesses, a Private Limited Company is the most preferred option.

2. Choose a Name for Your Company

  • The name of your company must be unique, non-offensive, and should not resemble any existing company name.
  • The name should be in line with the guidelines laid out by the Ministry of Corporate Affairs (MCA).
  • You can check name availability on the MCA portal before finalizing the name. If the name is available, you can proceed with the application.

3. Obtain Digital Signature Certificate (DSC)

  • A Digital Signature Certificate (DSC) is required for signing documents electronically during the company registration process.
  • DSCs are issued by authorized certifying authorities. Directors of the company must obtain a DSC.
  • The DSC is needed for filing forms like the SPICe+ form (Simplified Proforma for Incorporating Company Electronically).

4. Obtain Director Identification Number (DIN)

  • DIN (Director Identification Number) is a unique identification number for each director.
  • You can apply for DIN by filing Form DIR-3 on the MCA portal.
  • New directors need to apply for DIN, and this can be done during the incorporation process itself (using SPICe+ form).

5. Draft the Required Documents

Several documents need to be prepared and submitted to the Registrar of Companies (RoC) for registering your company. These documents include:

  • Memorandum of Association (MOA): This document defines the main objectives and scope of the company's operations.
  • Articles of Association (AOA): This document lays out the rules governing the management of the company.
  • Affidavit and Declaration by the First Director(s): A declaration stating that the proposed directors are not disqualified from being appointed.
  • Identity and Address Proof of Directors: Aadhar card, passport, voter ID, or driving license as proof of identity; utility bills, bank statements, or rent agreement for address proof.
  • Proof of Registered Office: A document showing proof of the registered office address of the company, such as a utility bill, rent agreement, or sale deed.
  • NOC from the Owner of the Premises (if the registered office is rented).

6. Register the Company with the MCA

The Ministry of Corporate Affairs (MCA) provides an online platform for company registration. The process is as follows:

Step 1: SPICe+ Form Filing
The SPICe+ form is a single application for the incorporation of a company, and it covers several services in one, such as:

  • Name Reservation (up to two names)
  • Incorporation of the company
  • Allotment of PAN (Permanent Account Number)
  • Allotment of TAN (Tax Deduction and Collection Account Number)
  • GST Registration (optional for certain types of businesses)

Step 2: Submission and Payment of Fees
After filling the SPICe+ form and attaching the necessary documents (MOA, AOA, proofs, etc.), the form is submitted to the MCA for approval. The registration fees will depend on the authorized capital of the company.

Step 3: Verification by RoC
Once submitted, the Registrar of Companies (RoC) will verify the application. If everything is in order, the RoC will approve the registration and issue a Certificate of Incorporation.

7. Certificate of Incorporation

  • Upon successful verification of all documents and forms, the MCA will issue a Certificate of Incorporation. This certificate confirms that your company is legally registered and has been granted a Corporate Identity Number (CIN).
  • The CIN is a unique identification number for your company, and it is required for all future compliance and correspondence with the MCA.

8. Apply for PAN and TAN

  • While filing the SPICe+ form, you will also receive a PAN (Permanent Account Number) and TAN (Tax Deduction and Collection Account Number) for your company. These are essential for filing taxes and managing tax-related matters.
  • The PAN and TAN are issued by the Income Tax Department.

9. Register for GST (if applicable)

  • If your company’s turnover exceeds the prescribed limit (currently ₹40 lakhs for goods and ₹20 lakhs for services), or if you are engaged in inter-state supply, you will need to register for GST (Goods and Services Tax).
  • You can register for GST through the GST portal after your company’s incorporation.

10. Open a Company Bank Account

  • After your company is incorporated and you have received the Certificate of Incorporation, you can open a company bank account in the name of the company.
  • The bank will require the Certificate of Incorporation, PAN, TAN, and other identification documents of the company’s directors.

11. Comply with Other Regulatory Requirements

Depending on the type of business and the nature of your operations, you may need to comply with additional requirements:

  • Shops and Establishment Registration: If you have a physical business location.
  • Professional Tax Registration: Depending on your state laws.
  • Import/Export Code (IEC): For businesses involved in importing or exporting goods.
  • Other Licenses: Depending on the business, you might require industry-specific licenses (FSSAI for food-related businesses, etc.).

Timeline for Company Registration in India

  • Incorporation: The process typically takes 7 to 10 business days, assuming all documents are in order and the name is approved.
  • The Certificate of Incorporation is usually issued within a few days of form submission, once the RoC has verified all details.

 

Summary of Steps for Company Registration:

  1. Choose the type of company you want to register (Private Limited, LLP, OPC, etc.).
  2. Choose a name for the company and ensure it’s available.
  3. Obtain a Digital Signature Certificate (DSC).
  4. Obtain a Director Identification Number (DIN) for the directors.
  5. Prepare and submit the required documents (MOA, AOA, director ID/address proof, etc.).
  6. File the SPICe+ form on the MCA portal.
  7. Pay the registration fees and submit the form.
  8. Receive the Certificate of Incorporation from the RoC.
  9. Apply for PAN and TAN.
  10. Register for GST (if applicable).
  11. Open a company bank account and comply with other regulatory requirements.

This process ensures that your company is legally registered and compliant with Indian laws, allowing you to begin business operations.

To register a new company in India, you will need to submit several key documents as part of the incorporation process. The required documents vary depending on the type of company (e.g., Private Limited Company, Limited Liability Partnership (LLP), One Person Company (OPC)), and whether the company is being registered with existing or new directors and shareholders. Here's a comprehensive list of documents required for new company registration:

1. Proof of Identity and Address of Directors and Shareholders

  • For Indian Directors and Shareholders:
    • PAN Card (compulsory for all directors and shareholders).
    • Aadhar Card (for individual directors).
    • Passport (if PAN is not available or for foreign nationals).
    • Voter ID or Driving License (any government-issued ID can be used).
  • For Foreign Directors and Shareholders:
    • Passport (compulsory).
    • Proof of Residence (such as utility bills, bank statements, etc., not older than 2 months).
    • No Objection Certificate (NOC) from the director/shareholder's home country (if required by the local authorities).

2. Proof of Registered Office Address

The company must have a registered office address in India. You need to provide proof of this address.

  • For Owned Property:
    • Sale deed or Property tax receipt or Electricity bill.
  • For Rented Property:
    • Lease deed or Rent agreement (signed by the landlord).
    • Utility bills (e.g., electricity or water bill) that are less than two months old.
    • No Objection Certificate (NOC) from the landlord confirming that they have no objection to you using the address as the company's registered office.

3. Memorandum of Association (MOA)

  • MOA is a legal document that outlines the scope, objectives, and powers of the company. It defines the company's relationship with the external world.
  • It must specify the company's name, objectives, authorized capital, and shareholding structure.

4. Articles of Association (AOA)

  • AOA is a document that governs the internal affairs of the company and defines the rules for the management of the company.
  • It includes the company's internal processes, such as the procedures for appointing directors, conducting meetings, and distributing profits.

5. Affidavit and Declaration by the First Director(s)

  • A declaration stating that the first directors are not disqualified to act as directors, and that the company will comply with the provisions of the Companies Act, 2013.
  • The declaration should also mention that the documents submitted for the company registration are true and accurate.

6. Director Identification Number (DIN)

  • DIN is a unique identification number for directors, issued by the Ministry of Corporate Affairs (MCA). Directors must apply for DIN using Form DIR-3.
  • Note: You do not need to apply separately for DIN if you're filing for company registration using the SPICe+ form, as DIN will be allotted during the registration process.

7. Digital Signature Certificate (DSC)

  • A Digital Signature Certificate (DSC) is required for directors of the company to sign the online forms submitted for registration.
  • The DSC can be obtained from government-recognized agencies and is used for filing forms on the MCA portal.

8. Passport-sized Photographs of Directors

  • Recent passport-sized photographs of the directors (typically 1 or 2 photos per director).

9. PAN and Address Proof of the Company’s Registered Office

  • If the registered office is in a rented space, a rent agreement (or lease deed) along with the landlord’s NOC is required.
  • The utility bill (water/electricity) as proof of address, not older than two months.

10. Consent Letter from the First Directors

  • Consent from the first directors agreeing to act as directors of the company. This is a declaration in writing by the directors stating that they are willing to join as directors.

11. Company Name Reservation (Optional)

  • While SPICe+ form automatically reserves the company name, you may choose to reserve a name before filing through the RUN (Reserve Unique Name) form if you're filing separately.
  • This step is not mandatory if you're using the SPICe+ form to register the company, as the name is checked and reserved during the filing process.

12. Other Documents (If Applicable)

  • Foreign Directors/Shareholders: If there are any foreign directors or shareholders, additional documents may be required, including a copy of their passport, proof of address, and residence status in India (visa, etc.).
  • For OPC (One Person Company): A NOC from the sole member (if the person is already a director or member of another company) may be required.
  • Additional Industry-specific Documents: Depending on the type of business you are operating (for example, manufacturing, import/export, etc.), you may need to provide additional licenses, permits, or registrations.

13. No Objection Certificate (NOC) from the Landlord

  • If you’re using a rented property as your registered office, you will need to submit an NOC from the landlord stating that they have no objection to the company using the address for its registration. The NOC should ideally be signed and dated by the landlord.

14. Details of the Proposed Shareholders

  • List of Shareholders: A list of the first shareholders of the company (for private limited companies), including their names, addresses, and the number of shares they will hold in the company.
  • This is typically mentioned in the MOA and AOA documents.

Summary of Documents Required for New Company Registration

  1. Identity Proof: PAN card, Aadhar card, passport, voter ID, etc. (for directors and shareholders).
  2. Address Proof: Utility bills, property tax receipts, rent agreement, etc.
  3. MOA (Memorandum of Association): Defining the company’s objectives and activities.
  4. AOA (Articles of Association): Internal governance rules for the company.
  5. Director Declaration & Affidavit: Declaring eligibility to be directors.
  6. Director Identification Number (DIN): For each director (if not already obtained).
  7. Digital Signature Certificate (DSC): Required for e-filing documents.
  8. Photographs of Directors: Passport-sized photos.
  9. Registered Office Proof: Rent agreement, electricity bill, NOC from the landlord.
  10. PAN/TAN of the Company: PAN and Tax Deduction and Collection Account Number for tax purposes.
  11. Company Name Reservation: If reserving a name separately (optional).
  12. Consent from Directors: Written consent from the first directors to act.
  13. Foreign Nationals (if applicable): Passport, proof of residence, and NOC (for foreign nationals).
  14. Other Industry-Specific Documents: Licenses and permits for specific sectors.

By preparing these documents ahead of time, the registration process can be streamlined, ensuring that your company is successfully incorporated and legally compliant. Once these documents are in place, you can proceed to file the necessary forms on the MCA portal and complete the company registration process.