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.