Pvt Ltd Company

INCORPORATION OF PRIVATE LIMITED COMPANY

Minimum requirements:
• Minimum 2 Shareholders for Private Limited
• Minimum 2 Directors for Private Limited
(Section 149 subsections 3 of the Companies Act 2013 state as follows: Every company shall have at least one director who has stayed in India for a total period of not less than one hundred and eighty-two days in the previous calendar year)
• The directors and shareholders can be same person
• No Minimum requirement for share capital
• DIN (Director Identification Number) for all the Directors

 

Incorporation of a private limited company in India broadly involves the following stages:

STAGE – I

APPLICATION FOR NAME APPROVAL OF THE PROPOSED COMPANY BY RUN (Reserve Unique Name) FORM WITH THE ROC

An online application for availability of the proposed name (in the prescribed Form RUN, along with one proposed name, the main objects (principal activities) of the company, shall be submitted to the ROC. The name of a private company should end with the words “Private Limited”. The approved name shall only be reserved for 20 days.

If the proposed company is a subsidiary of Indian Company or foreign company, Form RUN is required to be e-filed along with the following attachment at the website of Ministry of Company Affairs, India:

(a) Board Resolutions by the parent company (separately from each subscriber to the proposed entity) indicating its intention to incorporate a subsidiary in India and authorizing a director to issue specific power of attorney.
(b) Power of Attorney(s) (separately from each subscriber to the proposed entity) authorizing someone to represent the subscribers before the concerned ROC to liaise with all concerned authorities and officials in the matter of incorporation.

STAGE –II

DIGITAL SIGNATURES

The Proposed directors and proposed subscribers are required to obtain digital signature certificate (“DSC”) in India for online filing of e-Forms with the concerned Registrar of Companies (“ROC”). For obtaining DSC an application is made under the signatures of the director who intends to obtain DSC along with the copy of his identity proof and a copy of his residence proof.  The following documents are required to make a DSC application for each of the proposed director(s)/ shareholder(s):

i) Signed Original Application (DSC Form)
ii) One Colour Photograph of the Applicant
iii) Photograph should be crossed signed on the application
iv) Signed Copy of PAN
v) Signed Copy of Address Proof
vi) Valid Email Address
vii) Mobile Number

STAGE –III

DRAFTING OF MEMORANDUM & ARTICLES OF ASSOCIATION (“MOA AND AOA”)

MOA and AOA are to be drafted in compliance with the provisions of the Act. The stamp duty on MOA and AOA shall be paid along with the filing fee payable at the time of filing of incorporation related documents.

STAGE –IV

INCORPORATION DOCUMENTS TO BE FILED WITH THE ROC

After the name approval by RUN, the following Forms and Documents have to be e-filed with the ROC after having been digitally signed by any of the proposed directors. The lists of documents are as follows:

(i)  SPICe Form INC-32 {SPICe INC 33 (MOA) and SPICe INC 34 (AOA)}

Declaration of compliance of all the requirements of the Act along with the memorandum of association of the company.

All the aforesaid incorporation documents (scanned copies of the executed version) have to be submitted with the ROC as attachments to the E form SPICe Form INC-32 alongwith:

1. Memorandum and Article of Association SPICe INC 33 (MOA) and SPICe INC 34 (AOA)}.
2. Declaration by the Professional and director in Form No. INC-8 (Pursuant to section 7(1) (b) and rule 14 of Companies (Incorporation) Rules, 2014) on Rs. 20 stamp paper duly notarized.
3. Affidavit by the Directors in Form INC-9 (Pursuant to section 7(1) (c) and rule 15 of Companies (Incorporation) Rules, 2014) on Rs. 20 stamp paper duly notarized.
4. Consent to act as director of a company in Form DIR-2 (Pursuant to section 152(5) and rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014).
5. Details of all the Companies whether Indian and/or foreign in which he/she is already director and also whether he is Proprietor/Partner in any Firm/Partnership Firm or member of BOI/AOP.
6. Proof of Registered office of the Proposed address of the Company (Latest Electricity Bill/MTNL Landline Bill/Water Bill/Registry Copy signed by the owner) which should be accompanied by NOC signed by the owner of the premises).
7. One Photograph of the Premises. The Professional should visit the premises personally and take a photograph of the Premises for his record and safety.
8. Number of the shares subscribed by each subscriber.
9. Required self attested copy of Proof of Identity of all Promoters (Voter ID, Passport, DL, Aadhar Card).
10. Required self attested copy of Residential Proof of all Promoters (Bank Statement, electricity, telephone, Mobile Bill).
11. Required self attested copy of Pan Card of all Promoters.

The ROC then scrutinises the above-mentioned documents and if necessary, directs the authorised person to make necessary corrections therein. The ROC after being satisfied that all the documents are complete, issues the certificate of incorporation of the Company, which is the conclusive proof of registration of the company in India.