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Company registration/incorporation process in India explained


(This article elucidates the process of registration/incorporation of a private/public limited company under companies’ amendment act 2015.The article also envisages some of the important requirements/common licenses to do business in India )

Where to register a company?

As per Rule-12 of Companies (Incorporation) Rules, 2014, application for incorporation of a private limited or a public limited company, should be made with the Registrar of companies, within whose jurisdiction the registered office of the company is proposed to be situated.

Digital signature:

The process of the registration of a company takes place in many folds. The first step is a prospective director of the proposed company, is required to obtain Digital Signature Certificate (DSC) as a business user. DSC is used to validate the authenticity and sender’s identity of an electronically transmitted document to Ministry of Company Affairs (MCA).  The promoters of the company can go ahead for registration of the company, including application for DIN, approval of name of the company etc., only after receiving the DSC. (Click here to know more on meaning of digital signature, digital signature certificate, USB token hardware, and process of how to obtain them).

Director Index Number (DIN):

The Director Index Number (DIN) is the number through which the Registrar of Companies (ROC), Ministry of Corporate Affairs (MCA), Government of India, identifies directors of companies.  A director of a company is thus required to register his/her DIN to deal with the MCA. The e-form DIR 3 for the purpose of DIN registration shall be digitally signed and uploaded on MCA21 portal. Particulars filled in e-form DIR-3 should match with the details given in the supporting documents, failing which DIN application will be rejected. Those who prefer e form INC 29 for registration of the company need not apply separately for DIN. Under INC 29 process 3 directors are eligible for DIN registration. If there are more than 3 directors in the company, they have to separately apply for DIN by filing e-form DIR-3 (Click here to know more information and documents required for registration of DIN).

Reservation of Company’s name:

The Central Registration Centre (CRC) of MCA process the application for reservation of name received  in e-form INC-1 with the prescribed fee as provided in the companies (registration of offices and fees) Rules,2014. In the customary process, application, form INC-1 allows you to submit six options for your company name, in order of preference. However, if you have preferred all in one e-form INC-29 for registration/incorporation of a company, the system allows you to give you only one option for your company’s name. Therefore it is important to understand the MCA’s naming guidelines before selecting a name for your company. (Click here to know more on ‘the process of reservation of Name’ and amendments made to certain clauses and rules in the Companies (incorporation) Rules 2014 vide notification dated 22nd January 2016.)

Certificate of Incorporation and allotment of CIN:

The Ministry of Corporate Affairs (MCA) has introduced integrated e-Form INC-29, for registration and obtaining above certificates that lessens paperwork to a large extent.  This new 8 pages e-form INC 29 is used as an alternate process to do away with earlier process of filing out several forms separately for allotment of DIN, Name of the company and Certificate of Incorporation. (Click here to know more on registration/incorporation process through e-form INC-29).

Remember, INC 29 is only an alternate option available to you for registration of new company. You can also register your company through earlier customary method by filing INC-7 form. In customary method the process of application for DSC, DIN and reservation of name for same as mentioned above. The promoters thereafter have to apply for incorporation of the company along with Memorandum of Association and Article of Association in -INC 7 and furnishing details of Directors and registered office-INC-22. (Click here to know requirements of filing INC-7 for incorporation of a company)

The Registrar of Companies on satisfaction of requirements specified in section 33(1) and 33(2) have been complied with the company will generate a Certificate of incorporation and send the same to the user as an attachment to the email and the company is registered and CIN is allotted. The Corporate Identification Number (CIN No. or CIN Code) contains unique 21 numbers along with its approved name.

Commencement of business certificate & Common seal:

The requirement of obtaining commencement of business certificate after incorporation of company has been removed in the Companies amendment act.2015. Earlier, under companies’ act 2013 a common seal was required for any attestations on behalf of the company. The above requirement of common seal is made optional in the Companies Amendment Act 2015. The signature of a Director is now acceptable in lieu of the common seal of the company.

Common licenses required:

A new company may need some of the common licenses for its business in India. (Here’s a list of common licenses that most business enterprises might require).

(a)Service Tax Registration, (b) PAN Card, (c).TAN (Tax Collection & Deduction Account Number), (d). Employee Provident Fund Registration,  (e) ESI (Employee State Insurance) Registration, (f) VAT/ CST Registration, (g) Shops & Establishment License, (h) Central Excise License, (i) Importer Exporter Code, (j)Professional Tax (The introduction of GST may replace some of these licenses.)

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Disclaimer: This article should not be construed as a professional advice under any circumstance. It is clarified to the readers that the contents provided in this write up are intended for general information only and cannot be relied upon for real time professional facts. If any help/clarification is required, readers are advised to refer relevant provisions of law and also to take the advice from the qualified professionals like a Company secretary, Charted Accountant, etc. before applying or accepting any of the points mentioned above. The author or the website accepts no responsibility whatsoever caused by the use of any information provided in this article and shall not be liable for any losses, claims or damages which may arise because of the contents of this post.

 

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